HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about GVAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by GVAC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

Solicitation Agent:

Advantage Proxy Inc.

1 (877) 870-8565

Attn: Karen Smith

or

GreenVision Acquisition Corp.
One Penn Plaza 36th Floor
New York, NY 10019
Attn: Chief Financial Officer
Telephone: (212) 786-7429

If you would like to request documents, please do so no later than ________, 2020 to receive them before GVAC’s special meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about GVAC and AHA. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination. Neither GVAC, AHA nor the Merger Sub has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement, or the context otherwise requires:

•        Unless noted otherwise, references to “GVAC,” “we,” “us” or “our company” refer to GreenVision Acquisition Corp., a Delaware corporation.

•        References to “Merger Sub” in this proxy statement refer to GVAC Merger Sub Inc.., a Delaware company and wholly-owned subsidiary of GVAC.

•        References to “AHA” refer to Accountable Healthcare America, Inc., a Delaware corporation and its subsidiaries.

•        References to “U.S. Dollars” and “$” refer to the legal currency of the United States.

NOTICE OF SPECIAL MEETING OF
GREENVISION ACQUISITION CORP. STOCKHOLDERS
To Be Held on October __, 2020

To: GreenVision Acquisition Corp. Stockholders:

A special meeting of stockholders of GVAC will be held at the office of Becker & Poliakoff LLP, 45 Broadway, 17th Floor, New York, New York 10017, on October ___, 2020, at 10:00 a.m., for the following purposes:

•        To approve the Merger Agreement, dated as of August 26, 2020 (the “Merger Agreement”) by and among GVAC, Accountable Healthcare America, Inc. (“AHA”) and GVAC Merger Sub Inc. (the “Merger Sub”), and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve the GreenVision Acquisition Corp. 2020 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 2.”

•        To approve the issuance of more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement, as required by Listing Rules 5635(a)(b) and (d) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 3.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal No. 4.”

Proposals 1 through 4 are sometimes collectively referred to herein as the “Proposals.”

As of __________, ____] 2020, there were 7,187,500 shares of common stock of GVAC issued and outstanding and entitled to vote. Only GVAC stockholders who hold common stock of record as of the close of business on [________] __, 2020 are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to stockholders on or about [_______ __,] 2020. Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Business Combination Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding common stock present and entitled to vote at the special meeting or any adjournment thereof. Approval of each of the Amendment Proposals will require the affirmative vote of a majority of the issued and outstanding common stock entitled to vote at the special meeting. Attending the special meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on any of the Proposals.

GVAC currently has authorized share capital of 300,000,000 shares of common Stock of which 7,187,500 are issued and outstanding, with a par value of $0.00001 per share, and 1,000,000 shares of preferred stock with a par value of $0.00001 per share, none of which are issued or outstanding.

Holders of GVAC’s common stock will not be entitled to appraisal rights under Delaware law in connection with the Business Combination and any other Proposal.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation that is received by us before we take the vote at the special meeting to GreenVision Acquisition Corp., One Penn Plaza, 36th Floor, New York, New York 10019; telephone: (212) 786-7429. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding revocation of proxies.

GVAC’s Board of Directors unanimously recommends that GVAC stockholders vote “FOR” approval of each of the Proposals.

By order of the Board of Directors,

Assuming no redemptions of the GVAC Shares issued in our Initial Public Offering, the combined company would have a pro forma valuation of approximately $127 million based upon a price of $10.00 per share and the securities issued to the AHA shareholders would have a value of $50,000,000 million at an assumed price of $10.00 per share.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     Do any of GVAC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     GVAC’s directors and officers have interests in the Business Combination that are different from your interests as a stockholder. You should keep in mind the following interests of GVAC’s directors and officers:

In September, 2019 prior to our Initial Public Offering, GVAC issued the Sponsor Shares for an aggregate purchase price of $25,000. The Sponsor Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the GVAC’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ over-allotment option was exercised in full, and therefore the 187,500 Sponsor Shares were not forfeited. In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,100,000 warrants, each warrant to purchase one GVAC Share, at a price of $1.00 per warrant. The warrants held by our Sponsor are exercisable at $11.50 per share. Two of our officers and directors have a pecuniary interest in the shares held by the Sponsor. Our other two directors hold an aggregate of 60,000 GVAC Shares. Therefore, in light of the amount of consideration paid for the foregoing securities, GVAC’s directors and officers will likely benefit from the completion of the Business Combination even if the Business Combination causes the market price of GVAC’s securities to significantly decrease. The likely benefit to GVAC’s directors and officers may influence their motivation for promoting the Business Combination and/or soliciting proxies for the approval of the Business Combination Proposal. See “Risk Factors — Risks Related to GVAC’s Business — GVAC’s directors and officers may have certain conflicts in determining to recommend the Business Combination with AHA, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.”

If GVAC does not consummate the Business Combination by the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020, GVAC will be required to dissolve and liquidate and the securities held by GVAC’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions.

In addition, the exercise of GVAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in GVAC stockholders’ best interests. See “Risk Factors — Risks Related to GVAC’s Business — Because GVAC’s Sponsor and all of GVAC’s officers and directors own GVAC Shares and GVAC Warrants which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.”

Q:     When and where is the special meeting of GVAC’s stockholders?

A:     The special meeting of GVAC stockholders will take place at the office of our outside counsel, Becker & Poliakoff LLP, 45 Broadway, 17th Floor, New York, New York 10019 at 10:00 a.m. New York time on _________, 2020.

Q:     Who may vote at the special meeting of stockholders?

A:     Only holders of record of GVAC Shares as of the close of business on [__________] __, 2020 (the “Record Date”) may vote at the special meeting of stockholders. As of [_______ __,] 2020, there were 7,187,500 shares of GVAC Shares outstanding and entitled to vote. Assuming that all of GVAC’s outstanding shares are present and entitled to vote at the meeting, 3,600,937 GVAC Shares would be required to be voted in favor of each Proposal in order approve each such Proposal.

GVAC’s Sponsor and initial stockholders own an aggregate of 1,437,500 shares and have agreed to vote in favor of the Business Combination.

Please see “Special Meeting of GVAC Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the special meeting of stockholders?

A:     Stockholders representing a majority (3,600,937 shares) of the GVAC Shares issued and outstanding as of the Record Date and entitled to vote at the special meeting must be present in person or represented by proxy in order to hold the special meeting and conduct business. This is called a quorum. GVAC Shares will be counted for purposes of determining whether there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Business Combination Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding common stock of GVAC present and entitled to vote at the special meeting. Attending the special meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

Q:     How will the initial stockholders vote?

A:     GVAC’s Sponsor and other initial stockholders, who as of the Record Date owned 1,437,500 Sponsor Shares, or approximately 20% of the outstanding GVAC Shares, have agreed to vote their respective shares of common stock acquired by them prior to the Initial Public Offering in favor of each of the Proposals, including the Business Combination Proposal. GVAC’s Sponsor and other initial stockholders have also agreed that they will vote any shares they purchase or have purchased in the open market since the Initial Public Offering in favor of each of the other Proposals.

Q:     Am I required to vote against the Business Combination Proposal in order to have my common stock redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that GVAC redeem your common stock for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). These rights to demand redemption of GVAC Shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not completed, then holders of GVAC Shares electing to exercise their redemption rights will not be entitled to receive such payments.

Q:     Do I have redemption rights?

A:     Yes. However, a redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. You may not elect to redeem your shares prior to the completion of the Business Combination.

The units (the “GVAC Units”) that were issued in GVAC’s Initial Public Offering, each consist of one share of common stock of GVAC, par value $0.00001 per share (the “GVAC Shares”), one redeemable warrant to purchase one GVAC Share, and one right to acquire 1/10 of a GVAC Share. Assuming the Proposed Business Combination closes, GVAC stockholders (except for the Sponsor or GVAC’s officers and directors) who elect their redemption right will be entitled to redeem their GVAC Shares for a pro rata share of the trust account (currently anticipated to be no less than approximately $10.__ per share for stockholders) net of taxes payable.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on ________, 2020 (two (2) business days before the special meeting), that GVAC redeem your shares into cash; and (ii) submit your request in writing to GVAC’s transfer agent, at the address listed at the end of this section and deliver your shares to GVAC’s transfer agent physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two (2) business days before the special meeting.

Any corrected or changed written demand of redemption rights must be received by GVAC’s transfer agent two (2) business days before the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days before the special meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of GVAC Shares as of the Record Date. Any public stockholder who holds shares of GVAC Shares on or before __________, 2020 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination).

Any request for redemption, once made, may be withdrawn at any time up to the date of the special meeting of GVAC stockholders. The actual per share redemption price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable), divided by the number of shares of common stock sold in the Initial Public Offering. Please see the section entitled “Special Meeting of GVAC Stockholders — Redemption Rights” for more information on the procedures to be followed if you wish to redeem your GVAC Shares for cash.

Q:     How can I vote?

A:     If you were a holder of record GVAC Shares on the Record Date for the special meeting of GVAC stockholders, you may vote with respect to the applicable Proposals in person at the special meeting of GVAC stockholders, or by submitting a proxy by mail so that it is received prior to 9:00 a.m. on _______, 2020, in accordance with the instructions provided to you under “Special Meeting of GVAC Stockholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your bank, broker or other nominee in advance of the special meeting to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide your bank, broker or other nominee with instructions on how to vote your shares or, if you wish to attend the special meeting of GVAC stockholders and vote in person, obtain a proxy from your bank, broker or other nominee.

Q:     If my shares are held in “street name” by my bank, broker or other nominee, will they automatically vote my shares for me?

A:     No. Under the rules of various national securities exchanges, your bank, broker or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your bank, broker or other nominee. GVAC believes the Proposals other than the adjournment proposal are non-discretionary and, therefore, your bank, broker or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or other nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals.. You should instruct your broker to vote your GVAC Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, broker or other nominee on how to vote my shares?

A:     GVAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the special meeting of GVAC stockholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal. Additionally, failure to elect to exercise your redemption rights will preclude you from having your common stock redeemed for cash. In order to exercise your redemption rights, you must make an election on the applicable proxy card to redeem such GVAC Shares or submit a request in writing to GVAC’s transfer agent at the address listed on page 182, and deliver your shares to GVAC’s transfer agent physically or electronically through DTC prior to the special meeting of GVAC stockholders.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the special meeting. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Continental Stock Transfer & Trust Company
1 State Street,
New York, New York 10004
Attn.: Proxy Department
Telephone: (212) 509-4000

or

GreenVision Acquisition Corp.
One Penn Plaza, 36th Floor
New York, NY 10019
Attn: Chief Financial Officer
Telephone: (212) 786-7429

Q:     Should I send in my share certificates now?

A:     GVAC stockholders who intend to have their common stock redeemed should send their certificates to GVAC’s transfer agent two (2) business days before the special meeting. Please see “Special Meeting of GVAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your common stock for cash.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received and all other conditions to closing satisfied, GVAC expects that the Business Combination will occur no later than November, __2020.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     No. Appraisal rights are not available to holders of GVAC Shares in connection with the proposed Business Combination. For additional information, see the sections entitled “Special Meeting of GVAC Stockholders — Appraisal Rights.”

Q:     What happens if the Business Combination is not consummated?

A:     If GVAC does not consummate a business combination by the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020, unless such time is extended for up to an additional 6 months, then pursuant to our Amended and Restated Certificate of Incorporation, GVAC’s officers must take all actions

necessary in accordance with the Delaware General Corporation Law (referred to herein as the “DGCL”) to dissolve and liquidate GVAC as soon as reasonably practicable. Following dissolution, GVAC will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of GVAC Shares who acquired such common stock in GVAC’s Initial Public Offering or in the aftermarket. The estimated consideration that each GVAC share would be paid at liquidation would be approximately $10.__ per share for stockholders based on amounts on deposit in the trust account as of ________, 2020. The closing price of GVAC’s common stock on the Nasdaq Capital Market as of ________ __, 2020 was $______. GVAC’s Sponsor and other initial stockholders waived the right to any liquidation distribution with respect to any GVAC Shares held by them.

Q:     What happens to the funds deposited in the trust account following the Business Combination?

A:     Following the closing of the Business Combination, funds in the trust account will be released to GVAC. Holders of GVAC Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of June 30, 2020, there was $57,839,584 in GVAC’s trust account; based upon which amount approximately $10.06 per outstanding share issued in GVAC’s Initial Public Offering will be paid to the public investors. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the Special Meeting?

A:     GVAC will pay the cost of soliciting proxies for the Special Meeting. GVAC has engaged Advantage Proxy as its solicitation agent to assist in the solicitation of proxies for the Special Meeting. GVAC has agreed to pay Advantage Proxy, the solicitation agent, a fee of $7,500, plus disbursements, and will reimburse the solicitation agent for its reasonable out-of-pocket expenses and indemnify Solicitation agent and its affiliates against certain claims, liabilities, losses, damages and expenses. GVAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of GVAC Shares for their expenses in forwarding soliciting materials to beneficial owners of the GVAC Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

DELIVERY OF DOCUMENTS TO GVAC’s stockholders

Pursuant to the rules of the Securities and Exchange Commission (“SEC”), GVAC and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement, unless GVAC has received contrary instructions from one or more of such stockholders. Upon written or oral request, GVAC will deliver a separate copy of the proxy statement to any stockholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that GVAC deliver single copies of the proxy statement in the future. Stockholders may notify GVAC of their requests by contacting GVAC as follows:

GreenVision Acquisition Corp.
One Penn Plaza, 36th Floor
New York, NY 10019
Attn: Chief Financial Officer
Telephone: (212) 786-7429

or

Advantage Proxy, Inc.
1 (877) 870-8565

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Business Combination.

Risks Related to AHA’s Business, Technology and Industry

AHA’s limited operating history may make it difficult to evaluate the success of its business to date and to assess its future viability.

Since inception in 2014, AHA has devoted substantially all of its resources to building its intellectual property portfolio, planning its business, raising capital and providing general and administrative support for these operations. AHA expects its financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond AHA’s control. Consequently, any predictions made about AHA’s future success or viability may not be as accurate as they could be if AHA had a longer operating history.

In addition, as an early-stage company, AHA may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown circumstances.

AHA’s relationships with healthcare providers, physicians and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose AHA to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, physicians and third-party payors in the United States and elsewhere play a primary role in the recommendation and prescription of pharmaceutical products. Arrangements with third-party payors and customers can expose businesses such as AHA to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act (“FCA”) and foreign equivalent legislation, which may constrain the business or financial arrangements and relationships through which such companies sell, market and distribute their services. In particular, the promotion, sales and marketing of healthcare services, as well as certain business arrangements in the healthcare industry, are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and commissions, certain customer incentive programs and other business arrangements generally. The applicable federal, state and foreign healthcare laws and regulations laws that may affect AHA’s ability to operate include, but are not limited to:

•        the federal Anti-Kickback Statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity can be found guilty of violating the statute without actual knowledge of the statute or specific intent to violate it. In addition, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other hand. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution;

•        federal civil and criminal false claims laws and civil monetary penalty laws, including the FCA, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment to, or approval by Medicare, Medicaid or other federal healthcare programs, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim or an obligation to pay or transmit money to the federal government, or knowingly concealing or knowingly and improperly avoiding or decreasing or concealing an obligation to pay money to the federal government. Manufacturers can be held liable under the

FCA even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery;

•        HIPAA, which created new federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it;

•        HIPAA, as amended by HITECH and their respective implementing regulations, which impose, among other things, requirements on certain covered healthcare providers, health plans and healthcare clearinghouses, as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions;

•        the federal Physician Payment Sunshine Act, created under the Patient Protection and Affordable Care Act and its implementing regulations, which require manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the United States Department of Health and Human Services information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

•        federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and

•        analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by nongovernmental third-party payors, including private insurers, and may be broader in scope than their federal equivalents; state and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers; state and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Ensuring business arrangements comply with applicable healthcare laws, as well as responding to possible investigations by government authorities, can be time- and resource-consuming and can divert a company’s attention from the business.

The failure to comply with any of these laws or regulatory requirements could subject AHA to possible legal or regulatory action. Depending on the circumstances, failure to meet applicable regulatory requirements can result in civil, criminal and administrative penalties, damages, fines, disgorgement, individual imprisonment, possible exclusion from participation in federal and state funded healthcare programs, contractual damages and the curtailment or restricting of AHA’s operations, as well as additional reporting obligations and oversight if AHA becomes subject to a corporate integrity agreement or other agreement to resolve allegations of noncompliance with these laws. Any action for violation of these laws, even if successfully defended, could cause a pharmaceutical manufacturer to incur significant legal expenses and divert management’s attention from the operation of the business. Prohibitions or restrictions on sales or withdrawal of future marketed products could materially affect business in an adverse way.

The combined company will be subject to a code of business conduct and ethics, but it is not always possible to identify and deter employee misconduct, and the precautions the combined company takes to detect and prevent inappropriate conduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Efforts to ensure that the combined company’s business arrangements will comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that the combined company’s business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against the combined company, and the combined company is not successful in defending itself or asserting its rights, those actions could have a significant impact on its’s business, including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the combined company’s operations, any of which could adversely affect its’s ability to operate its business and its results of operations. In addition, the approval and commercialization of any of the combined company’s product candidates outside the United States will also likely subject the combined company to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

If AHA engages in future acquisitions or strategic partnerships, this may increase its capital requirements, dilute its stockholders, cause it to incur debt or assume contingent liabilities, and subject it to other risks.

AHA may evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary services, intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:

•        increased operating expenses and cash requirements;

•        the assumption of additional indebtedness or contingent liabilities;

•        the issuance of additional GVAC equity securities;

•        assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

•        the diversion of AHA’s management’s attention from AHA’s existing product programs and initiatives in pursuing such a strategic merger or acquisition;

•        retention of key employees, the loss of key personnel and uncertainties in AHA’s ability to maintain key business relationships;

•        risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and

•        AHA’s inability to generate revenue from acquired technology and/or services sufficient to meet its objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

Breaches or compromises of AHA’s information security systems or its information technology systems or infrastructure could result in exposure of private information, disruption of its business and damage to its reputation, which could harm its business, results of operation and financial condition.

As a routine part of its business, we utilize information security and information technology systems and websites that allow for the secure storage and transmission of proprietary or private information regarding our patients, employees, vendors and others, including individually identifiable health information. A security breach of our network, hosted service providers, or vendor systems, may expose AHA to a risk of loss or misuse of this information, litigation and potential liability. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, including on companies within the healthcare industry. Although AHA believes that it takes appropriate measures to safeguard sensitive information within AHA’s possession, it may not have the resources or technical sophistication to anticipate or prevent rapidly-evolving types of cyber-attacks targeted at AHA, its patients, or others who have entrusted it with information. Actual or anticipated attacks may cause AHAs to incur costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. AHA invests in industry standard security technology to protect personal information. Advances in computer capabilities, new technological discoveries, or other developments may result in the technology used by AHA to protect personal information or other data being breached or compromised. In addition, data and security breaches can also occur as a result of non-technical failures. To AHA’s knowledge, AHA has not experienced any material breach of its cybersecurity systems. If AHA or its third-party service providers systems fail to operate effectively or are damaged, destroyed, or shut down, or there are problems with transitioning to upgraded or replacement systems, or there are security breaches in these systems, any of the aforementioned could occur as a result of natural disasters, software or equipment failures, telecommunications failures, loss or theft of equipment, acts of terrorism, circumvention of security systems, or other cyber-attacks, AHA could experience delays or decreases in service, and reduced efficiency of AHA’s operations. Additionally, any of these events could lead to violations of privacy laws, loss of customers, or loss, misappropriation or corruption of confidential information, trade secrets or data, which could expose AHA to potential litigation, regulatory actions, sanctions or other statutory penalties, any or all of which could adversely affect AHA’s business, and cause it to incur significant losses and remediation costs.

An exodus of our patients could have a material adverse effect on AHA’s results of operations. AHA may also be impacted by a shift in payor mix including eligibility changes to government and private insurance programs.

A material decline in the number of patients that AHA and its affiliated physician groups serve, whether a government or a private entity is paying for their healthcare, could have a material adverse effect on AHA’s results of operations and financial condition, which could result from increased competition, new developments in the healthcare industry or regulatory overhauls. In light of the repeal of the individual mandate requirement under the Patient Protection and Affordable Care Act of 2010 (also known as Affordable Care Act or Obamacare) via the Tax Cuts and Jobs Act of 2017, starting in 2019, some people are expected to lose their health insurance and thus may not continue to afford services by AHA’s managed medical groups. In addition, due to potential decreased availability of healthcare through private employers, the number of patients who are uninsured or participate in governmental programs may increase. A shift in payor mix from managed care and other private payors to government payors or the uninsured may result in a reduction in AHA’s rates of reimbursement or an increase in our uncollectible receivables or uncompensated care, with a corresponding decrease AHA’s net revenue. Changes in the eligibility requirements for governmental programs could also change the number of patients who participate in such programs or the number of uninsured patients. For those patients who remain with private insurance, changes in those programs could increase patient responsibility amounts, resulting in a greater risk for uncollectible receivables. Such events could have a material adverse effect on AHA’s business, results of operations and financial condition.

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect AHA’s business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, AHA’s business may be adversely affected. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this proxy statement, the extent to which the COVID-19 pandemic may impact AHA’s business, results of operations and financial condition remains uncertain. Furthermore, because of AHA’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

Adverse market conditions resulting from the spread of COVID-19 could materially adversely affect AHA’s business and the value of our common stock. Numerous state and local jurisdictions, including all markets where its operates, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in largely remote operations at AHA’s headquarters and centers, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events, among other effects, thereby significantly and negatively impacting our operations. Other disruptions or potential disruptions include restrictions on the ability of AHA’s personnel to travel; inability of our suppliers to manufacture goods and to deliver these to AHA on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of our business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impacts AHA’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. In addition, the COVID-19 virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of AHA’s patients.

It is not currently possible to reliably project the direct impact of COVID-19 on AHA operating revenues and expenses. Key factors include the duration and extent of the outbreak in AHA service areas as well as societal and governmental responses. Patients may continue to be reluctant to seek necessary care given the risks of the COVID-19 pandemic. This could have the effect of deterring healthcare costs that AHA will need to incur to later periods and may also affect the health of patients who defer treatment, which may cause AHA costs to increase in the future. Further, as a result of the COVID-19 pandemic, AHA may experience slowed growth or a decline in new patient demand. AHA also may experience increased internal and third-party medical costs as AHA provide care for patients suffering from COVID-19. This increase in costs may be particularly significant given the number of our patients who are under capitation agreements. Further, AHA may face increased competition due to changes to AHA competitors’ products and services, including modifications to their terms, conditions, and pricing that could materially adversely impact our business, results of operations, and overall financial condition in future periods.

In response to the COVID-19 pandemic, in the first quarter of 2020, AHA temporarily closed all of its corporate offices, and enabled its entire corporate work force to work remotely. We also made operational changes to the staffing and operations of its centers to minimize potential exposure to COVID-19. AHA has also implemented travel restrictions for non-essential business. If the COVID-19 pandemic worsens, especially in regions where we have offices or centers, our business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. AHA may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of AHA’s employees. Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm AHA’s financial condition and business operations.

Due to the COVID-19 pandemic, AHA may not be able to document the health conditions of our patients as completely as we have in the past. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more, and those with lower acuity patients receive less. Medicare requires that a patient’s health issues be documented annually regardless of the permanence of the underlying causes. Historically, this documentation was required to be completed during an in-person visit with a patient. As part of the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, Medicare is allowing documentation for conditions identified during video visits with patients. However, given the disruption caused by COVID-19, it is unclear whether AHA will be able to document the health conditions of our patients as comprehensively as AHA did in 2019, which may adversely impact its revenue in future periods.

The COVID-19 pandemic could also cause AHA’s third-party data center hosting facilities and cloud computing platform providers, which are critical to AHA’s infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services, or experience

interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business. Further, the COVID-19 pandemic has resulted in AHA’s employees and those of many of our vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, our employees’, and AHA’s customers’ and vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of AHA suppliers and vendors upon which AHA platform and business operations relies, could interrupt our ability to provide AHA platform, decrease the productivity of AHA workforce, and significantly harm AHA business operations, financial condition, and results of operations.

AHA’s platform and the other systems or networks used in AHA business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause AHA to incur increased expenses to improve our security controls and to remediate security vulnerabilities.

The extent and continued impact of the COVID-19 pandemic on AHA’s business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on AHA’s customers and our sales cycles; the impact on customer, industry, or employee events; and the effect on our partners and supply chains, all of which are uncertain and cannot be predicted. Because of AHA’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in AHA’s results of operations and overall financial condition until future periods.

To the extent the COVID-19 pandemic adversely affects AHA’s business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third-parties, or AHA ability to raise additional capital or generate sufficient cash flows necessary to fulfill AHA’s obligations under AHA existing indebtedness or to expand our operations.

Risks Relating to the Healthcare Industry.

The healthcare industry is highly competitive.

AHA competes directly with national, regional and local providers of primary care healthcare for patients and physicians engaged in value-based contracts and services. There are many other companies and individuals currently providing primary care value-based health care services, many of which have been in business longer and/or have substantially more resources. Since there are virtually no substantial capital expenditures required for providing health care services, there are few financial barriers to entry the healthcare industry. Other companies could enter the healthcare industry in the future and divert some or all of our business. On a public basis, our competitors include, but are not limited to, Apollo Medical Holdings, Inc., One Life Medical, Healthcare Partners and Oak Street Health, Inc., each of which has greater financial and other resources available to them. AHA also compete with physician groups and privately-owned health care companies in local markets. AHA’s local competitors include, but are not limited to Chen Med, Iora Health, Oak Street Health, Inc., each of which has greater financial and other resources available to them. In addition, our relationships with governmental and private health insurance payors are not exclusive and AHA’s competitors have established or could seek to establish relationships with such payors to serve their covered patients. Competitors may also seek to compete with us for acquisitions, which could have the effect of increasing the price and reducing the number of suitable acquisitions, which would have an adverse impact on AHA’s growth strategy. Individual physicians, physician groups and companies in other healthcare industry segments, including those with which AHA have contracts, and some of which have greater financial, marketing and staffing resources, may become competitors in providing health care services, and this competition may have a material adverse effect on AHA’s business operations and financial position.

AHA therefore may be unable to compete successfully, even after AHA expend significant resources.

New physicians and other providers must be properly enrolled in governmental healthcare programs before AHA can receive reimbursement for their services, and there may be delays in the enrollment process.

Each time a new physician joins us or our affiliated groups, AHA must enroll the physician under AHAs applicable group identification number for Medicare and Medicaid programs and for certain managed care and private insurance programs before AHA can receive reimbursement for services the physician renders to beneficiaries of those programs. The estimated time to receive approval for the enrollment is sometimes difficult to predict and, in recent years, the Medicare program carriers often have not issued these numbers to AHA’s affiliated physicians in a timely manner. These practices result in delayed reimbursement that may adversely affect our cash flows.

Hospitals where AHA’s affiliated physicians provide services may deny privileges to AHA’s physicians.

In general, AHA’s affiliated physicians may only provide services in a hospital where they have maintained certain credentials, also known as privileges, which are granted by the medical staff according to the bylaws of the hospital. The medical staff could decide that AHA’s affiliated physicians can no longer receive privileges to practice there. Such a decision would limit our ability to furnish services at the hospital, decrease the number of AHA’s affiliated physicians, or preclude AHA from entering new hospitals. In addition, hospitals may attempt to enter into exclusive contracts for certain physician services, which would reduce AHA’s access to patient populations within the hospital.

AHA may be impacted by eligibility changes to government and private insurance programs.

Due to potential decreased availability of healthcare through private employers, the number of patients who are uninsured or participate in governmental programs may increase. A shift in payor mix from managed care and other private payors to government payors or the uninsured may result in a reduction in AHA’s rates of reimbursement or an increase in AHA’s uncollectible receivables or uncompensated care, with a corresponding decrease in AHA’s net revenue. Changes in the eligibility requirements for governmental programs also could increase the number of patients who participate in such programs or the number of uninsured patients. Even for those patients who remain with private insurance, changes in those programs could increase patient responsibility amounts, resulting in a greater risk of uncollectible receivables for AHA. These factors and events could have a material adverse effect on AHA’s business, results of operations and financial condition.

Changes from Fee for Service Reimbursement to Value Based Risk Contracts by Government and Third-Party Payors may have an Adverse Effect on AHA’s Business

The medical services industry is undergoing significant changes with government and other third-party payors contracting primary care physicians and providers based on a value-based contract which holds the provider accountable for medical expense control and quality of care delivery. There is no assurance that government or other third-party payors will continue to pay for the services provided by AHA’s affiliated medical groups.

Changes associated with value-based contract and reimbursements by third-party payors may have an Adverse Effect on AHA’s business.

The medical services industry is undergoing significant changes with government and other third-party payors that are taking measures to reduce reimbursement rates or, in some cases, denying reimbursement altogether. There is no assurance that government or other third-party payors will continue to pay for the services provided by AHA’s affiliated medical groups. Furthermore, there has been, and continues to be, a great deal of discussion and debate about the repeal and replacement of existing government reimbursement programs, such as the ACA. As a result, the future of healthcare reimbursement programs is uncertain, making long-term business planning difficult and imprecise. The failure of government or other third-party payors to cover adequately the medical services provided by AHA could have a material adverse effect on AHA’s business, results of operations and financial condition.

AHA business may be significantly and adversely affected by legislative initiatives aimed at or having the effect of reducing healthcare costs associated with Medicare and other government healthcare programs and changes in reimbursement policies. In order to participate in the Medicare program, AHA must comply with stringent and often complex enrollment and reimbursement requirements. These programs generally provide for reimbursement

on a fee-schedule basis rather than on a charge-related basis. As a result, AHA cannot increase AHA’s revenue by increasing the amount that AHA and its affiliates charge for services. To the extent that its costs increase, AHA may not be able to recover the increased costs from these programs. In addition, cost containment measures in non-governmental insurance plans have generally restricted its ability to recover, or shift to non-governmental payors, these increased costs. In attempts to limit federal and state spending, there have been, and AHA expects that there will continue to be, a number of proposals to limit or reduce Medicare reimbursement for various services. For example, the Medicare Access and CHIP Reauthorization Act of 2015 made numerous changes to Medicare, Medicaid, and other healthcare related programs, including new systems for establishing annual updates to Medicare rates for physicians’ services.

AHA’s business may be significantly affected by Government, third-party including health plans changes in benchmarks and quality measures that affect its value-based contract payment distribution.

AHA may have difficulty collecting payments from third-party payors in a timely manner.

AHA derives significant revenue from third-party payors, and delays in payment or refunds to payors may adversely impact our net revenue. AHA assume the financial risks relating to uncollectible and delayed payments. In particular, AHA relies on some key governmental payors. Governmental payors typically pay on a more extended payment cycle, which could require us to incur substantial expenses prior to receiving corresponding payments. In the current healthcare environment, as payors continue to control expenditures for healthcare services, including through revising their coverage and reimbursement policies, AHA may continue to experience difficulties in collecting payments from payors that may seek to reduce or delay such payments. If AHA is not timely paid in full or if AHA need to refund some payments, our revenues, cash flows and financial condition could be adversely affected.

Decreases in payor rates could adversely affect AHA.

Decreases in payor rates, either prospectively or retroactively, could have a significant adverse effect on AHA’s revenues, cash flows and results of operations.

Federal and state laws may limit AHA’s ability to collect monies owed by patients.

AHA uses third-party collection agencies whom it does not control to collect from patients any co-payments and other payments for services that our physicians provide. The federal Fair Debt Collection Practices Act of 1977 (the “FDCPA”) restricts the methods that third-party collection companies may use to contact and seek payment from consumer debtors regarding past due accounts. State laws vary with respect to debt collection practices, although most state requirements are similar to those under the FDCPA. Therefore, such agencies may not be successful in collecting payments owed to AHA and its affiliated physician groups. If practices of collection agencies utilized by us are inconsistent with these standards, AHA may be subject to actual damages and penalties. These factors and events could have a material adverse effect on AHA’s business, results of operations and financial condition.

AHA has established reserves for AHA’s potential medical claim losses which are subject to inherent uncertainties and a deficiency in the established reserves may lead to a reduction in AHA’s assets or net incomes.

AHA established reserves for estimated IBNR claims. IBNR estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting reserves are periodically reviewed and updated.

Many of AHA’s contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such interpretations may not come to light until a substantial period of time has passed. The inherent difficulty in interpreting contracts and estimating necessary reserves could result in significant fluctuations in AHA’s estimates from period to period. AHA’s actual losses and related expenses therefore may differ, even substantially, from the reserve estimates reflected in AHA’s financial statements. If actual claims exceed AHA’s estimated reserves, AHA may be required to increase reserves, which would lead to a reduction in AHA’s assets or net income.

Competition for qualified physicians, employees and management personnel is intense in the healthcare industry, and AHA may not be able to hire and retain qualified physicians and other personnel.

AHA depends on AHA’s affiliated physicians to provide services and generate revenue. AHA competes with many types of healthcare providers, including teaching, research and government institutions, hospitals and other practice groups, for the services of clinicians and management personnel. The limited number of residents and other licensed providers on the job market with the expertise necessary to provide services within AHA’s business makes it challenging to meet AHA’s hiring needs and may require us to train new employees, contract temporary physicians, or offer more attractive wage and benefit packages to experienced professionals, which could decrease AHA’s profit margins. The limited number of available residents and other licensed providers also impacts AHA’s ability to renew contracts with existing physicians on acceptable terms. As a result, AHA’s ability to provide services could be adversely affected. Even though AHA’s physician turnover rate has remained stable over the last three years, if the turnover rate were to increase significantly, AHA’s growth could be adversely affected. Moreover, unlike some of AHA’s competitors who sometimes pay additional compensation to physicians who agree to provide services exclusively to that competitor, AHA’s affiliated IPAs have historically not entered into such exclusivity agreements and have allowed AHA’s affiliated physicians to affiliate with multiple IPAs. This practice may place AHA at a competitive disadvantage regarding the hiring and retention of physicians relative to those competitors who do enter into such exclusivity agreements.

AHA’s risk-sharing arrangements with health plans could result in costs exceeding the corresponding revenues, which could reduce or eliminate any shared risk profitability for us.

Under certain risk-sharing arrangements with health plans , AHA is responsible for a portion of the cost of services that are not capitated. These risk-sharing arrangements generally allocate deficits to the respective parties when the cost of services exceeds the related revenue, and permit the parties to share surplus amounts when actual cost is less than the related revenue. The amount of non-capitated costs could be affected by factors beyond AHA’s control, such as changes in treatment protocols, new technologies, longer lengths of stay by the patient and inflation. To the extent that the cost is higher than anticipated, the related revenue may not be sufficient to cover the cost that AHA is partially responsible for, which could adversely affect AHA’s results of operations. Additionally, factors beyond AHA’s control such as natural disasters, the potential effects of climate change, major epidemics, pandemics or newly emergent viruses (such as the 2019 novel coronavirus, COVID-19) could reduce AHA’s ability to effectively manage the costs of providing health care.

The healthcare industry is increasingly reliant on technology, which could increase AHA’s risks.

The role of technology is greatly increasing in the delivery of healthcare, which makes it difficult for traditional physician-driven companies, such as us, to adopt and integrate electronic health records, databases, cloud-based billing systems and many other technology applications in the delivery of healthcare services. Additionally, consumers are using mobile applications and care and cost research in selecting and usage of healthcare services. AHA may need to incur significant costs to implement these technology applications and comply with applicable laws. For example, the nature of AHA’s business and the requirements of healthcare privacy laws impose significant obligations on us to maintain privacy and protection of patient medical information. AHA relies on employees and third parties with technology knowledge and expertise and could be at risk if technology applications are not properly established, maintained or secured. Any cybersecurity incident, even unintended, could expose us to significant fines and remediation costs and materially impair AHA’s business operations and financial position.

If AHA are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting the U.S. healthcare reform, AHA’s business may be harmed.

Due to the importance of the healthcare industry in the lives of all Americans, federal, state, and local legislative bodies frequently pass legislation and promulgate regulations relating to healthcare reform or that affect the healthcare industry. As has been the trend in recent years, it is reasonable to assume that there will continue to be increased government oversight and regulation of the healthcare industry in the future. AHA cannot assure AHA’s stockholders as to the ultimate content, timing or effect of any new healthcare legislation or regulations, nor is it

Risks Related to AHA’s Licensed and Owned Intellectual Property

AHA’s use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and AHA’s failure to comply with those regulations or to adequately secure the information AHA hold could result in significant liability or reputational harm and, in turn, a material adverse effect on AHA’s client base, membership base and revenue.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information, or PII, including protected health information. These laws and regulations include HIPAA. HIPAA establishes a set of basic national privacy and security standards for the protection of protected health information, or PHI, by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services, which includes AHA.

HIPAA requires healthcare providers like AHA to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

HIPAA imposes mandatory penalties for certain violations. Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of Health and Human Services, or HHS conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for AHA and its clients and potentially exposing us to additional expense, adverse publicity and liability.

New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which AHA must handle healthcare related data, and the cost of complying with standards could be significant. If AHA do not comply with existing or new laws and regulations related to PHI, AHA could be subject to criminal or civil sanctions.

Because of the extreme sensitivity of the PII AHA stores and transmits, the security features of AHA’s technology platform are very important. If AHA’s security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA regulated PHI. As a result, AHA’s reputation could be severely damaged, adversely affecting client and patient confidence. Members may curtail their use of or stop using AHA’s services or its client base could decrease,

which would cause AHA’s business to suffer. In addition, AHA could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partners in an effort to maintain AHA’s business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third party experts and consultants. While AHA maintain insurance covering certain security and privacy damages and claim expenses in the amount of at least $3.0 million, AHA may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

AHA outsource important aspects of the storage and transmission of Client and Member information, and thus rely on third parties to manage functions that have material cyber security risks. AHA attempt to address these risks by requiring outsourcing subcontractors who handle client and patient information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors to undergo third party security examinations. In addition, AHA periodically hire third party security experts to assess and test AHA’s security posture. However, AHA cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and patient’s proprietary and protected health information.

In addition, various states have enacted laws governing the privacy of personal information collected and used by businesses online. For example, California has recently adopted the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020. This law, in part, requires that companies make certain disclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. The Company will have to determine what personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make the required disclosures, among other things. Since this law is newly enacted and has not yet gone into effect, it is unclear whether it will have any material impact on the Company’s business and operations.

AHA’s use of “open source” software could adversely affect AHA’s ability to offer its services and subject AHA to possible litigation.

AHA uses open source software in connection with AHA’s products and services. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, AHA could be subject to suits by parties claiming ownership of what AHA believes to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code, which could include valuable proprietary code of the user, on unfavorable terms or at no cost. While AHA monitors the use of open source software and try to ensure that none is used in a manner that would require AHA to disclose its proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose AHA’s proprietary source code or pay damages for breach of contract could have a material adverse effect on its business, financial condition and results of operations and could help AHA’s competitors develop products and services that are similar to or better than AHA.

Interruptions or performance problems associated with AHA’s technology and infrastructure may adversely affect AHA’s business and operating results.

AHA’s continued growth will depend in part on the ability of customers to access AHA’s platform at any time and within an acceptable amount of time. AHA may experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new applications and functionality, software errors and defects, capacity constraints due to an increasing number of users accessing our platform simultaneously, or security related incidents. In addition, from time to time AHA may experience limited periods of server downtime due to server failure or other technical difficulties (as well as maintenance

requirements). It may become increasingly difficult to maintain and improve AHA’s performance, especially during peak usage times and as AHA’s platform becomes more complex and AHA’s user traffic increases. If AHA’s platform is unavailable or if AHA’s users are unable to access our platform within a reasonable amount of time or at all, AHA’s business would be adversely affected and its brand could be harmed. In the event of any of the factors described above, or certain other failures of AHA’s infrastructure, customer or consumer data may be permanently lost. To the extent that AHA’s does not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, customers and consumers may cease to use AHA’s platform and our business and operating results may be adversely affected.

The security of AHA’s platform, networks or computer systems may be breached, and any unauthorized access to AHA’s customer data will have an adverse effect on our business and reputation.

The use of AHA’s platform will involve the storage, transmission and processing of AHA’s clients’ private data, and this data may contain confidential and proprietary information of AHA’s clients or other personal or identifying information regarding AHA’s clients, their employees or other persons. Individuals or entities may attempt to penetrate AHA’s network or platform security, or that of AHA’s third-party hosting and storage providers, and could gain access to AHA’s clients’ private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential information of AHA’s clients’ or their customers, employees and business partners. If any of AHA’s clients’ private data is leaked, obtained by others or destroyed without authorization, it could harm AHA’s reputation, AHA could be exposed to civil and criminal liability, and AHA may lose AHA’s ability to access private data, which will adversely affect the quality and performance of AHA’s platform.

In addition, AHA’s platform may be subject to computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent in AHA’s industry. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, they may include the theft or destruction of data owned by us or AHA’s customers, and/or damage to AHA’s platform. Any failure to maintain the performance, reliability, security and availability of AHA’s products or services and technical infrastructure to the satisfaction of AHA’s customers may harm AHA’s reputation and AHA’s ability to retain existing customers and attract new users.

While AHA will implement procedures and safeguards that are designed to prevent security breaches and cyber-attacks, they may not be able to protect against all attempts to breach AHA’s systems, and AHA may not become aware in a timely manner of any such security breach. Unauthorized access to or security breaches of AHA’s platform, network or computer systems, or those of AHA’s technology service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. If customers believe that AHA’s platform does not provide adequate security for the storage of sensitive information or its transmission over the Internet, AHA’s business will be harmed. Customers’ concerns about security or privacy may deter them from using AHA’s platform for activities that involve personal or other sensitive information.

Privacy and data security laws and regulations could require us to make changes to AHA’s business, impose additional costs on us and reduce the demand for AHA’s software solutions.

AHA’s business model contemplates that AHA will store, process and transmit both public data and AHA’s clients’ private data. AHA’s customers may store and/or transmit a significant amount of personal or identifying information through AHA’s platform. Privacy and data security have become significant issues in the United States and in other jurisdictions where AHA may offer AHA’s software solutions. The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly and is likely to remain uncertain for the foreseeable future. Federal, state and foreign government bodies and agencies have in the past adopted, or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal or identifying information obtained from customers and other individuals. In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to AHA’s business. Because the interpretation and application of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that these laws, regulations and standards may be

interpreted and applied in a manner inconsistent with AHA’s existing privacy and data management practices. As AHA expand into new jurisdictions or verticals, AHA will need to understand and comply with various new requirements applicable in those jurisdictions or verticals.

To the extent applicable to AHA’s business or the businesses of AHA’s customers, these laws, regulations and industry standards could have negative effects on AHA’s business, including by increasing AHA’s costs and operating expenses, and delaying or impeding AHA’s deployment of new core functionality and products. Compliance with these laws, regulations and industry standards requires significant management time and attention, and failure to comply could result in negative publicity, subject us to fines or penalties or result in demands that AHA modify or cease existing business practices. In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standards may adversely affect AHA’s customers’ ability or desire to collect, use, process and store personal information using AHA’s software solutions, which could reduce overall demand for them. Even the perception of privacy and data security concerns, whether or not valid, may inhibit market acceptance of AHA’s software solutions in certain verticals. Furthermore, privacy and data security concerns may cause AHA’s customers’ clients, vendors, employees and other industry participants to resist providing the personal information necessary to allow AHA’s customers to use AHA’s applications effectively. Any of these outcomes could adversely affect AHA’s business and operating results.

AHA could incur substantial costs in protecting or defending AHA’s intellectual property rights, and any failure to protect AHA’s intellectual property could adversely affect AHA’s business, results of operations and financial condition.

AHA’s success depends, in part, on AHA’s ability to protect AHA’s brand and the proprietary methods and technologies that AHA develop under patent and other intellectual property laws of the United States and foreign jurisdictions so that AHA can prevent others from using AHA’s inventions and proprietary information. AHA Analytics Inc., has agreed to purchase, from Clinigence Health Inc. U.S. Patent Application No. 15/882,688, which is a utility patent application currently pending before the United States Patent and Trademark Office. Any patents that have been applied for or that may be issued in the future may not provide significant protection for AHA’s intellectual property. If AHA fails to protect AHA’s intellectual property rights adequately, AHA’s competitors might gain access to AHA’s technology and AHA’s business, results of operations and financial condition may be adversely affected.

The particular forms of intellectual property protection that AHA seeks, or AHA’s business decisions about when to file patent applications and trademark applications, may not be adequate to protect AHA’s business. AHA could be required to spend significant resources to monitor and protect AHA’s intellectual property rights. Litigation may be necessary in the future to enforce AHA’s intellectual property rights, determine the validity and scope of AHA’s proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of AHA’s intellectual property and have an adverse effect on AHA’s business, results of operations and financial condition. AHA’s efforts to enforce AHA’s intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of AHA’s intellectual property rights or alleging that AHA infringe the counterclaimant’s own intellectual property. Any of AHA’s patents, patent applications, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

AHA expects to also rely, in part, on confidentiality agreements with AHA’s business partners, employees, consultants, advisors, customers and others in AHA’s efforts to protect AHA’s proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of AHA’s confidential information, and it may be possible for unauthorized parties to copy AHA’s software or other proprietary technology or information, or to develop similar software independently without AHA’s having an adequate remedy for unauthorized use or disclosure of AHA’s confidential information. In addition, others may independently discover AHA’s trade secrets and proprietary information, and in these cases AHA would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of AHA’s proprietary rights, and the failure to obtain or maintain trade secret protection could adversely affect AHA’s competitive business position.

In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent AHA expands AHA’s international activities, AHA’s exposure to unauthorized copying, transfer and use of AHA’s proprietary technology or information may increase.

AHA’s means of protecting its intellectual property and proprietary rights may not be adequate or AHA’s competitors could independently develop similar technology. If AHA fails to meaningfully protect its intellectual property and proprietary rights, its business, results of operations and financial condition could be adversely affected.

Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm AHA’s business and operating results.

AHA’s success depends upon its ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of AHA’s competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As AHA grows and enters new markets, AHA will face a growing number of competitors. As the number of competitors in AHA’s industry grows and the functionality of products in different industry segments overlaps, AHA expect that software and other solutions in AHA’s industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. AHA cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that AHA pay substantial damages or ongoing royalty payments, prevent us from offering AHA’s services, or require that AHA comply with other unfavorable terms. AHA may also be obligated to indemnify AHA’s customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if AHA were to prevail in such a dispute, any litigation regarding AHA’s intellectual property could be costly and time-consuming and divert the attention of AHA’s management and key personnel from AHA’s business operations.

The information that AHA expects to provide to AHA’s clients could be inaccurate or incomplete, which could harm AHA’s business reputation, financial condition, and results of operations.

AHA expects to aggregate, process, and analyze healthcare-related data and information for use by AHA’s clients.

Because data in the healthcare industry is fragmented in origin, inconsistent in format, and often incomplete, the overall quality of data received or accessed in the healthcare industry is often poor, the degree or amount of data which is knowingly or unknowingly absent or omitted can be material, and AHA frequently discovers data issues and errors during AHA’s data integrity checks. If the analytical data that AHA expect to provide to AHA’s clients are based on incorrect or incomplete data or if AHA makes mistakes in the capture, input, or analysis of these data, AHA’s reputation may suffer and AHA’s ability to attract and retain clients may be materially harmed.

In addition, AHA expects to assist our clients with the management and submission of data to governmental entities, including CMS. These processes and submissions are governed by complex data processing and validation policies and regulations. If AHA fails to abide by such policies or submit incorrect or incomplete data, AHA may be exposed to liability to a client, court, or government agency that concludes that AHA’s storage, handling, submission, delivery, or display of health information or other data was wrongful or erroneous.

AHA’s proprietary applications may not operate properly, which could damage AHA’s reputation, give rise to a variety of claims against us, or divert AHA’s resources from other purposes, any of which could harm AHA’s business and operating results.

Proprietary software and application development is time-consuming, expensive, and complex, and may involve unforeseen difficulties. AHA may encounter technical obstacles, and it is possible that AHA discovers additional problems that prevent AHA’s proprietary applications from operating properly. If AHA’s applications and services do not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against us and attempt to cancel their contracts with us. Moreover, material performance problems, defects, or errors in AHA’s existing or new applications and services may arise in the future and may result from, among other things, the lack of interoperability of AHA’s applications with systems and data that AHA did not

develop and the function of which is outside of AHA’s control or undetected in AHA’s testing. Defects or errors in AHA’s applications might discourage existing or potential clients from purchasing services from us. Correction of defects or errors could prove to be time consuming, costly, impossible, or impracticable. The existence of errors or defects in AHA’s applications and the correction of such errors could divert AHA’s resources from other matters relating to AHA’s business, damage its reputation, increase AHA’s costs, and have a material adverse effect on its business, financial condition, and results of operations.

If AHA does not keep pace with technological changes, AHA’s solutions may become less competitive and AHA’s business may suffer.

AHA’s market is expected to be characterized by rapid technological change, frequent product and service innovation and evolving industry standards. If AHA is unable to provide enhancements and new features for AHA’s existing solutions or new solutions that achieve market acceptance or that keep pace with these technological developments, AHA’s business could be adversely affected. The success of enhancements, new features and solutions depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or solutions. Failure in this regard may significantly impair AHA’s revenue growth. In addition, because AHA’s solutions are designed to operate on a variety of systems, AHA will need to continuously modify and enhance AHA’s solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies. AHA may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase AHA’s research and development expenses. Any failure of AHA’s solutions to keep pace with technological changes or operate effectively with future network platforms and technologies could reduce the demand for AHA’s solutions, result in customer dissatisfaction and adversely affect AHA’s business.

Risks Related to AHA’s Reliance on Third Parties

Under applicable employment laws, AHA may not be able to enforce covenants not to compete.

AHA generally enters into noncompetition agreements with AHA’s employees. These agreements prohibit AHA’s employees, if they cease working for it, from competing directly with AHA or working for AHA’s competitors or clients for a limited period. AHA may be unable to enforce these agreements under the laws of the jurisdictions in which AHA’s employees work, and it may be difficult for AHA to restrict its competitors from benefitting from the expertise AHA’s former employees or consultants developed while working for it.

Risks Related to Government Regulations and Compliance

Laws regulating the corporate practice of medicine could restrict the manner in which AHA are permitted to conduct AHA’s business and the failure to comply with such laws could subject us to penalties and restructuring.

Some states have laws that prohibit business entities from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians (also known collectively as the corporate practice of medicine) or engaging in some arrangements, such as fee-splitting, with physicians. In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation.

AHA operates by maintaining contracts with AHA’s affiliated physician groups which are each owned and operated by physicians and which employ or contract with additional physicians to provide physician services. Under these arrangements, AHA or AHA’s subsidiaries provide management services, receive a management fee for providing management services, do not represent to offer medical services, and do not exercise influence or control over the practice of medicine by the physicians or the affiliated physician groups.

In addition to the above management arrangements, in certain instances, AHA has contractual rights relating to the transfer of equity interests in AHA’s affiliated physician groups under physician shareholder agreements that AHA entered into with the controlling equity holder of such affiliated physician groups. However, even in such instances, such equity interests cannot be transferred to or held by us or by any non-professional organization. Accordingly, AHA does not directly own any equity interests in any affiliated physician groups. In the event that any of these affiliated physician groups or their equity holders fail to comply with these management or ownership

transfer arrangements, these arrangements are terminated, AHA is unable to enforce such arrangements, or these arrangements are invalidated under applicable laws, there could be a material adverse effect on AHA’s business, results of operations and financial condition and AHA may have to restructure AHA’s organization and change AHA’s arrangements with AHA’s affiliated physician groups, which may not be successful.

The healthcare industry is intensely regulated at the federal, state, and local levels and government authorities may determine that AHA fail to comply with applicable laws or regulations and take actions against us.

As a company involved in providing healthcare services, AHA are subject to numerous federal, state and local laws and regulations. There are significant costs involved in complying with these laws and regulations. If AHA are found to have violated any applicable laws or regulations, AHA could be subject to civil and/or criminal damages, fines, sanctions or penalties, including exclusion from participation in governmental healthcare programs, such as Medicare and Medicaid, and AHA may be required to change AHA’s method of operations and business strategy. These consequences could be the result of AHA’s current conduct or even conduct that occurred a number of years ago, including prior to the completion of the Merger. AHA could incur significant costs to defend AHA’s if AHA become the subject of an investigation or legal proceeding alleging a violation of these laws and regulations. AHA cannot predict whether a federal, state or local government will determine that AHA are not operating in accordance with law, or whether, when or how the laws will change in the future and impact AHA’s business. The following is a non-exhaustive list of some of the more significant healthcare laws and regulations that could affect us:

•        the False Claims Act, that provide for penalties against entities and individuals which knowingly or recklessly make claims to Medicare, Medicaid, and other governmental healthcare programs, as well as third-party payors, that contain or are based upon false or fraudulent information;

•        a provision of the Social Security Act, commonly referred to as the “Anti-Kickback Statute,” that prohibits the knowing and willful offering, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral or recommendation of patients for items and services covered, in or in part, by federal healthcare programs such as Medicare and Medicaid;

•        a provision of the Social Security Act, commonly referred to as the Stark Law or physician self-referral law, that (subject to limited exceptions) prohibits physicians from referring Medicare patients to an entity for the provision of specific “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship with the entity, and prohibits the entity from billing for services arising out of such prohibited referrals;

•        a provision of the Social Security Act that provides for criminal penalties on healthcare providers who fail to disclose known overpayments;

•        a provision of the Social Security Act that provides for civil monetary penalties on healthcare providers who fail to repay known overpayments within 60 days of identification or the date any corresponding cost report was due, if applicable, and also allows improper retention of known overpayments to serve as a basis for False Claims Act violations;

•        provisions of the Social Security Act (emanating from the DRA) that require entities that make or receive annual Medicaid payments of $5 million or more from a single Medicaid program to provide its employees, contractors and agents with written policies and employee handbook materials on federal and state false claims acts and related statutes, that establish a new Medicaid Integrity Program designed to enhance federal and state efforts to detect Medicaid fraud, waste, and abuse, and that increase financial incentives for both states and individuals to bring fraud and abuse claims against healthcare companies;

•        state law provisions pertaining to anti-kickback, self-referral and false claims issues;

•        provisions of, and regulations relating to, HIPAA that provide penalties for knowingly and willfully executing a scheme or artifice to defraud a health-care benefit program or falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services;

•        provisions of HIPAA and the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) limiting how covered entities, business associates and business associate sub-contractors may use and disclose PHI and the security measures that must be taken in connection with protecting that information and related systems, as well as similar or more stringent state laws;

•        federal and state laws that provide penalties for providers for billing and receiving payments from a governmental healthcare program for services unless the services are medically necessary and reasonable, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

•        state laws that provide for financial solvency requirements relating to risk-bearing organizations (“RBOs”), plan operations, plan-affiliate operations and transactions, plan-provider contractual relationships and provider-affiliate operations and transactions, such as California Business & Professions Code Section 1375.4 (§ 1375.4; Cal. Code Regs., tit. 28, § 1300.75.4 et seq.);

•        federal laws that provide for administrative sanctions, including civil monetary penalties for, among other violations, inappropriate billing of services to federal healthcare programs, payments by hospitals to physicians for reducing or limiting services to Medicare or Medicaid patients, or employing or contracting with individuals or entities who/which are excluded from participation in federal healthcare programs;

•        federal and state laws and policies that require healthcare providers to enroll in the Medicare and Medicaid programs before submitting any claims for services, to promptly report certain changes in its operations to the agencies that administer these programs, and to re-enroll in these programs when changes in direct or indirect ownership occur or in response to revalidation requests from Medicare and Medicaid;

•        state laws that prohibit general business entities from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as splitting fees with physicians;

•        state laws that require timely payment of claims, including §1371.38, et al, of the California Health & Safety Code, which imposes time limits for the payment of uncontested covered claims and required health care service plans to pay interest on uncontested claims not paid promptly within the required time period;

•        laws in some states that prohibit non-domiciled entities from owning and operating medical practices in such states;

•        federal and state laws and regulations restricting the techniques that may be used to collect past due accounts from consumers, such as AHA’s patients, for services provided to the consumer; and

•        state laws that require healthcare providers that assume professional and institutional risk (i.e., global risk) to either obtain a license under the Knox-Keene Health Care Service Plan Act of 1975 or receive an exemption from the Department of Managed Healthcare (“DMHC”) for the contract(s) under which the entity assumes global risk.

Any violation or alleged violation of any of these laws or regulations by AHA or our affiliates could have a material adverse effect on AHA’s business, financial condition and results of operations.

Changes in healthcare laws could create an uncertain environment and materially impact us. AHA cannot predict the effect that the ACA (also known as Obamacare) and its implementation, amendment, or repeal and replacement, may have on AHA’s business, results of operations or financial condition.

Any changes in healthcare laws or regulations that reduce, curtail or eliminate payments, government-subsidized programs, government-sponsored programs, and/or the expansion of Medicare or Medicaid, among other actions, could have a material adverse effect on AHA’s business, results of operations and financial condition.

For example, the ACA dramatically changed how healthcare services are covered, delivered, and reimbursed. The ACA requires insurers to accept all applicants, regardless of pre-existing conditions, cover an extensive list of conditions and treatments, and charge the same rates, regardless of pre-existing condition or gender. The ACA and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Acts”) also mandated changes specific to home health and hospice benefits under Medicare. In 2012, the U.S. Supreme Court upheld the constitutionality of the ACA, including the “individual mandate” provisions of the ACA that generally require all individuals to obtain healthcare insurance or pay a penalty. However, the U.S. Supreme Court also held that the provision of the ACA that authorized the Secretary of the U.S. Department of Health and Human Services (“HHS”) to penalize states that choose not to participate in the expansion of the Medicaid program by removing all of its existing Medicaid funding was unconstitutional. In response to the ruling, a number of state governors opposed its state’s participation in the expanded Medicaid program, which resulted in the ACA not providing coverage to some low-income persons in those states. In addition, several bills have been, and are continuing to be, introduced in U.S. Congress to amend all or significant provisions of the ACA, or repeal and replace the ACA with another law. In December 2017, the individual mandate was repealed via the Tax Cuts and Jobs Act of 2017. Afterwards, legal and political challenges as to the constitutionality of the remaining provisions of the ACA resumed. Just as the fate of the ACA is uncertain, so is the future of care organizations established under the ACA such as ACOs and NGACOs. Under its NGACO Participation Agreement with CMS, AHA’s operations are always subject to the nation’s healthcare laws, as amended, repealed or replaced from time to time.

The net effect of the ACA on AHA’s business is subject to numerous variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, gradual and potentially delayed implementation or possible amendment, as well as the uncertainty as to the extent to which states will choose to participate in the expanded Medicaid program. The continued implementation of provisions of the ACA, the adoption of new regulations thereunder and ongoing challenges thereto, also added uncertainty about the current state of U.S. healthcare laws and could negatively impact AHA’s business, results of operations and financial condition.

Controls designed to reduce inpatient services and associated costs may reduce AHA’s revenues.

Controls imposed by Medicare, Medicaid and private payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization review,” have affected and are expected to continue to affect AHA’s operations. Federal law contains numerous provisions designed to ensure that services rendered by hospitals and other care providers to Medicare and Medicaid patients meet professionally recognized standards and are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients must be reviewed by quality improvement organizations, which review the appropriateness of Medicare and Medicaid patient admissions and discharges, the quality of care provided, and the appropriateness of cases of extraordinary length of stay or cost on a post-discharge basis. Quality improvement organizations may deny payment for services or assess fines and also have the authority to recommend to the HHS that a provider is in substantial noncompliance with the standards of the quality improvement organization and should be excluded from participation in the Medicare program. The ACA potentially expands the use of prepayment review by Medicare contractors by eliminating statutory restrictions on its use, and, as a result, efforts to impose more stringent cost controls are expected to continue. Utilization review is also a requirement of most non-governmental managed care organizations and other third-party payors. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by third party payor pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Although AHA are unable to predict the effect these controls and any changes thereto may have on AHA’s operations, significant limits on the scope of AHA’s services reimbursed and on reimbursement rates and fees could have a material, adverse effect on AHA’s business, financial position and results of operations.

AHA’s revenue will be negatively impacted if AHA’s physicians fail to appropriately document their services.

AHA rely upon its affiliated physicians to appropriately and accurately complete necessary medical record documentation and assign appropriate reimbursement codes for their services. Reimbursement is conditioned upon, in part, AHA’s affiliated physicians providing the correct procedure and diagnosis codes and properly documenting the services themselves, including the level of service provided and the medical necessity for the services. If AHA’s affiliated physicians have provided incorrect or incomplete documentation or selected inaccurate reimbursement codes, this could result in nonpayment for services rendered or lead to allegations of billing fraud. This could

subsequently lead to civil and criminal penalties, including exclusion from government healthcare programs, such as Medicare and Medicaid. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not covered, services provided were not medically necessary, or supporting documentation was not adequate. Retroactive adjustments may change amounts realized from third-party payors and result in recoupments or refund demands, affecting revenue already received.

If AHA inadvertently employ or contract with an excluded person, AHA may face government sanctions.

Individuals and entities can be excluded from participating in the Medicare and Medicaid programs for violating certain laws and regulations, or for other reasons such as the loss of a license in any state, even if the person retains other licensure. This means that the excluded person and others are prohibited from receiving payments for such person’s services rendered to Medicare or Medicaid beneficiaries, and if the excluded person is a physician, all services ordered (not just provided) by such physician are also non-covered and non-payable. Entities which employ or contract with excluded individuals are prohibited from billing the Medicare or Medicaid programs for the excluded individual’s services, and are subject to civil penalties if it does. The U.S. Department of Health and Human Services Office of the Inspector General maintains a list of excluded persons. Although AHA have instituted policies and procedures to minimize such risks, there can be no assurance that AHA will not inadvertently hire or contract with an excluded person, or that AHA’s employees or contracts will not become excluded in the future without AHA’s knowledge. If this occurs, AHA may be subject to substantial repayments and civil penalties, and the hospitals at which AHA furnish services may also be subject to repayments and sanctions, for which they may seek recovery from us, which could adversely affect AHA’s business, cash flows and financial condition.

Compliance with federal and state privacy and data security laws is expensive, and AHA may be subject to government or private actions due to privacy and security breaches.

AHA must comply with various federal and state laws and regulations governing the collection, dissemination, access, use, security and confidentiality of PHI, including HIPAA and HITECH. As part of AHA’s medical record keeping, third-party billing, and other services, AHA collect and maintain PHI in paper and electronic format. Privacy and data security laws and regulations thus could have a significant effect on the manner in which AHA handle healthcare-related data and communicates with payors. In addition, compliance with these standards could limit AHA’s ability to offer services, thereby negatively impacting the business opportunities available to us. Despite AHA’s efforts to prevent privacy and security breaches, it may still occur. If any non-compliance with such laws and regulations results in privacy or security breaches, AHA could be subject to monetary fines, suits, penalties or sanctions. As a result of the expanded scope of HIPAA through HITECH, AHA may incur significant costs in order to minimize the amount of “unsecured PHI” that AHA handle and retain and/or to implement improved administrative, technical or physical safeguards to protect PHI. AHA may have to demonstrate and document AHA’s compliance efforts, even if there is a low probability that PHI has been compromised, in order to overcome the presumption that an impermissible use or disclosure of PHI results in a reportable breach. AHA may incur significant costs to notify the relevant individuals, government entities and, in some cases, the media, in the event of a breach and to provide appropriate remediation and monitoring to mitigate any potential damage.

Risks Related to the Business Combination and being a Public Company

The combined company expects to incur significant costs as a result of operating as a public company.

As a public company, the combined company will incur significant legal, accounting and other expenses. The combined company will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require, among other things, that it file with the SEC annual, quarterly and current reports with respect to its business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and the Nasdaq Capital Market to implement provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the Public Company Accounting Oversight Board impose significant requirements on public companies, including requiring the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. These expenses will likely increase in the future, particularly after the combined company ceases to be an “emerging growth company” if it is also no longer a “smaller reporting company” as a result of additional corporate governance and disclosure requirements under the Sarbanes-Oxley Act, the Dodd-Frank Act, and SEC rules and regulations.

The combined company expects the rules and regulations applicable to public companies to result in it continuing to incur substantial legal and financial compliance costs. These costs will increase its net loss or decrease any net income and may require the combined company to reduce costs in other areas of its business.

AHA’s management will be required to devote substantial time to maintaining and improving its internal controls over financial reporting and the requirements of being a public company which may, among other things, strain its resources, divert management’s attention and affect its ability to accurately report its financial results and prevent fraud.

Historically, AHA has operated as a private company. Following the Business Combination, the combined company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules of the Nasdaq Capital Market. The Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internal controls over financial reporting (“ICFR”). AHA’s management and other personnel, who will be managing GVAC after completion of the Business Combination, have limited experience operating as a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessary to ensure timely and accurate reporting of operational and financial results. AHA’s existing management team will need to devote a substantial amount of time to these compliance initiatives, and may need to add personnel in areas such as accounting, financial reporting, investor relations and legal in connection with operations as a public company. Ensuring that the combined company has adequate internal financial and accounting controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently. The combined company’s compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention.

Pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act (“Section 404”), the combined company will be required to furnish certain certifications and reports by its management on its ICFR, which, after it is no longer an emerging growth company and if it becomes an accelerated or large accelerated filer under SEC rules, must be accompanied by an attestation report on ICFR issued by its independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, the combined company will document and evaluate its ICFR, which is both costly and challenging. Implementing any appropriate changes to its internal controls may require specific compliance training for the combined company’s directors, officers and employees, entail substantial costs to modify its existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of its ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially impair its ability to operate its business. Moreover, effective internal controls are necessary for the combined company to produce reliable and timely financial reports and are important to help prevent fraud. Any failure by the combined company to file its periodic reports in a timely manner may cause investors to lose confidence in its reported financial information and may lead to a decline in the price of our common stock.

In accordance with Nasdaq Capital Market rules, the combined company will be required to maintain a majority of independent members of the Board of Directors. The various rules and regulations applicable to public companies make it more difficult and more expensive to maintain directors’ and officers’ liability insurance, and the combined company may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If the combined company is unable to maintain adequate directors’ and officers’ insurance, its ability to recruit and retain qualified officers and directors will be significantly curtailed.

AHA will need to grow the size of its organization, and may experience difficulties in managing this growth.

As AHA’s expansion plans and strategies develop, and as it transitions into operating as part of a public company, it expects it will need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

•        identifying, recruiting, compensating, integrating, maintaining and motivating additional employees;

•        coping with demands on management related to the increased size of our business:

•        assimilating different corporate cultures and business practices:

•        converting other entities’ books and records and conforming their practices to ours:

•        integrating operating, accounting and information technology systems of other entities with ours and in maintaining uniform procedures, policies and standards, such as internal accounting controls;

•        retaining employees who may be vital to the integration of the acquired entities:

•        maintaining contracts and relationships with payors of other entities;

•        improving AHA’s operational, financial and management controls, reporting systems and procedures; and

•        growing and engaging its Provider Network.

AHA’s future financial performance as part of GVAC and our ability to commercialize AHA’s product candidates will depend, in part, on its ability to effectively manage any future growth, and AHA’s management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

If AHA is not able to effectively expand its organization by hiring new employees and expanding its groups of consultants and contractors, AHA may not be able to successfully implement the tasks necessary to further develop and commercialize its product candidates and, accordingly, may not achieve its research, development and commercialization goals.

We are an “emerging growth company,” and we cannot be certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make our common stock less attractive to investors.

We are an “emerging growth company,” as defined under the JOBS Act and will continue to be after the Business Combination is completed. For so long as we are an emerging growth company, we intend to take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years from the end of our most recently completed fiscal year, although we may lose such status earlier, depending on the occurrence of certain events, including when we have generated total annual gross revenue of at least $1.07 billion or when we are deemed to be a “large accelerated filer” under the Exchange Act, which means that the market value of our common stock that is held by non-affiliates exceeds $700 million as of December 31st of the prior year, or when we have issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

We cannot predict if investors will not find our common stock less attractive or our company less comparable to certain other public companies because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

As a “smaller reporting company” we are permitted to provide less disclosure than larger public companies which may make our common stock less attractive to investors.

We are currently a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects which may result in less investor confidence. Investors may find our common

stock less attractive as a result of our smaller reporting company status. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

If analysts do not report about us, or negatively evaluate us, GVAC’s stock price could decline.

The trading market for our securities will rely in part on the availability of research and reports that third-party analysts publish about us. There are many large companies active in the healthcare industry, which make it more difficult for us to receive widespread coverage. Furthermore, if one or more of the analysts who do cover us downgrade our securities stock, its price would likely decline. If one or more of these analysts cease coverage of us, we could lose market visibility, which in turn could cause the price of our securities to decline.

GVAC and AHA have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by GVAC whether or not the Business Combination is completed.

GVAC and AHA expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, GVAC and AHA expect to incur approximately $2,000,000 in expenses, including a fee of $7,500 to be paid to Advantage Proxy, our solicitation agent, plus disbursements and reimbursement for out-of-pocket expenses, in connection with the proxy solicitation for the special meeting. These expenses will reduce the amount of cash available to be used for other corporate purposes by GVAC whether or not the Business Combination is completed.

In the event that a significant number of GVAC Shares are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of GVAC Shares are redeemed, GVAC may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. The Nasdaq Capital Market may not list the GVAC Shares on its exchange, which could limit investors’ ability to make transactions in GVAC’s securities and subject GVAC to additional trading restrictions.

GVAC will be required to meet the initial listing requirements to be listed on the Nasdaq Capital Market following the Business Combination. GVAC may not be able to meet those initial listing requirements. Even if GVAC’s securities are so listed, GVAC may be unable to maintain the listing of its securities in the future.

If GVAC fails to meet the listing requirements and the Nasdaq Capital Market does not list its securities on its exchange, the Business Combination will not close. However even if GVAC meets the initial listing requirements, if GVAC is subsequently delisted, GVAC could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

GVAC may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

GVAC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board of Directors of GVAC will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and re-solicitation of proxies is warranted. In some instances, if the Board of Directors of GVAC determines that a waiver is not sufficiently material

to warrant re-solicitation of stockholders, GVAC has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to GVAC’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting AHA’s conduct of its business, however, if the Board of Directors of GVAC determines that any such order or injunction is not material to the business of AHA, then the Board of Directors may elect to waive that condition and close the Business Combination.

GVAC’s stockholders will experience immediate dilution as a consequence of the issuance of GVAC Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that GVAC’ current stockholders have on the management of GVAC.

After the Business Combination, assuming no redemptions of GVAC Shares for cash and giving effect to the Business Combination and Merger Agreement, we would have an aggregate of 11,424,454 shares issued and outstanding. GVAC’s current public stockholders will own approximately 55% of the outstanding GVAC Shares, GVAC’s current directors, officers and affiliates will own approximately 12.5% of the outstanding GVAC Shares, and the former stockholders of AHA will own approximately 32.5% of the outstanding GVAC Shares. Assuming redemption by holders of all but 500,000 outstanding GVAC Shares (which would allow us to retain $5,000,000 in net assets), GVAC public stockholders will own approximately 18% of the outstanding GVAC Shares, GVAC’s Sponsor and current directors, officers and affiliates will own approximately 23% of the outstanding GVAC Shares, and the former stockholders of AHA will own approximately 59% of the outstanding GVAC Shares. The minority position of the former GVAC stockholders will give them limited influence over the management and operations of the combined company. These figures do not include adjustments for the 1,000,000 Holdback Shares or shares underlying options and warrants which could be issued to the former AHA securityholders.

Risks Related to GVAC’s Business as a SPAC

GVAC will be forced to liquidate the trust account if it cannot consummate a business combination by the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020. In the event of a liquidation, GVAC’s public stockholders will receive $10.00 per share (plus any interest then available) and the GVAC Warrants will expire worthless.

If GVAC is unable to complete a business combination by November 21, 2020, and is forced to liquidate, the per-share liquidation distribution will be $10.00, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the GVAC Warrants, which will expire worthless as a result of GVAC’s failure to complete a business combination.

You must tender your GVAC Shares in order to validly seek redemption at the special meeting of stockholders.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to GVAC’s transfer agent or to deliver your common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case by two (2) business days prior to the date of the special meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If you or a “group” of stockholders are deemed to hold in excess of 15% of GVAC’s shares of common stock, you will lose the ability to redeem all such shares in excess of 15% of GVAC’s shares of common stock.

GVAC’s Amended and Restated Certificate of Incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering. Your inability to redeem more than an aggregate of 15% of the shares sold in our Initial Public Offering will reduce your influence over GVAC’s ability to consummate its initial business combination and you could suffer a material loss on your investment in GVAC if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.

If third parties bring claims against GVAC, the proceeds held in trust could be reduced and the per-share liquidation price received by GVAC’s stockholders may be less than $10.00.

GVAC’s placing of funds in trust may not protect those funds from third party claims against GVAC. Although GVAC has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of GVAC’s public stockholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of GVAC’s public stockholders. If GVAC liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, our Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, GVAC cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our stockholders may be less than $10.00 due to such claims.

Additionally, if GVAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in GVAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, GVAC may not be able to return $10.00 to our public stockholders.

GVAC’s stockholders may be held liable for claims by third parties against GVAC to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination by November 21, 2020 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, we intend to redeem our public shares as soon as reasonably possible following November 21, 2020 in the event we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to us at such time that will provide for the payment of all existing and pending claims or claims that may be potentially brought against the Company within the 10 years following dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If the Company’s plan of distribution complies with Section 281(b) of the DGCL, any liability of our stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than GVAC anticipates for stockholders to deliver their common stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their common stock.

GVAC will require its stockholders who wish to redeem their common stock in connection with the Business Combination to comply with specific requirements for redemption described above, and such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

GVAC is requiring that public stockholders who wish to redeem their common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above. If the Business Combination is not consummated, investors who attempted to redeem their common stock will be unable to sell their securities after the failed Business Combination until GVAC has returned their securities to them. The market price for GVAC’s common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

GVAC’s Sponsor and other initial stockholders, which include its officers and directors, control a substantial interest in GVAC and thus may influence certain actions requiring a stockholder vote.

GVAC’s initial stockholders, including all of its officers and directors, collectively own approximately 20% of GVAC’s issued and outstanding common stock. GVAC’s Sponsor and other initial stockholders have agreed to vote any shares they own in favor of the Business Combination. Therefore, we would need only 2,163,437 of our public shares (or approximately 30% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting).

If GVAC’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of GVAC’s securities.

GVAC’s Sponsor and other initial stockholders are entitled to make a demand that it register the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow, which escrow remains in effect until six (6) months after completion of the Business Combination. Additionally, the purchasers of the private placement Private GVAC Warrants and our initial stockholders, officers and directors are entitled to demand that we register the resale of the shares underlying the Private GVAC Warrants and any securities our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after we consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 3,537,500 GVAC Shares eligible for trading in the public market. The presence of these additional common stock trading in the public market may have an adverse effect on the market price of GVAC’s securities.

GVAC’s directors and officers may have certain conflicts in determining to recommend the Business Combination with AHA, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

GVAC’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that the GVAC Shares and GVAC Warrants owned by GVAC’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and GVAC otherwise fails to consummate a business combination prior to its liquidation date.

•        sales of our common stock by our executive officers, directors and principal stockholders or sales of substantial amounts of common stock; and

•        loss of any of our key scientific or management personnel.

In the past, following periods of volatility in the market price of a particular company’s securities, litigation has often been brought against that company. Any such lawsuit could consume resources and management time and attention, which could adversely affect our business.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for AHA’s securities. Accordingly, the valuation ascribed to AHA’s ordinary shares in the Business Combination may not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline, which could have a material adverse effect on your investment in our securities.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the company. Because the Business Combination will result in AHA being acquired by a special purpose acquisition company (“SPAC”), research coverage from industry analysts may be limited. If no securities or industry analysts commence coverage of our company, our stock price and trading volume could be negatively impacted. If any of the analysts who may cover the company change their recommendation regarding our stock adversely, provide more favorable relative recommendations about our competitors or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If any analyst who may cover us ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

We may fail to realize any or all of the anticipated benefits of the Business Combination.

The success of the Business Combination will depend, in part, on our ability to successfully manage and deploy the cash received upon the consummation of the Business Combination. Although we intend to use the cash received upon the consummation of the Business Combination for the continued development of our product candidates, there can be no assurance that we will be able to achieve our intended objectives.

We have broad discretion in the use of our existing cash, cash equivalents and the net proceeds from the Business Combination and may not use them effectively.

Our management will have broad discretion in the application of our existing cash, cash equivalents and the net proceeds from the Business Combination, and you will not have the opportunity as part of your investment decision to assess whether such proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of our existing cash, cash equivalents and the net proceeds from the Business Combination, their ultimate use may vary substantially from their currently intended use. Our management might not apply our cash resources in ways that ultimately increase the value of your investment. The failure by our

management to apply these funds effectively could harm our business. Pending their use, we may invest our cash resources in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders.

The price of our common stock may be subject to increased volatility and the Rule 144 resale exemption will be unavailable for our securities because the Business Combination will result in a merger with a SPAC.

The Business Combination will result in AHA merging with a SPAC, which can cause additional volatility in the price of our common stock. We expect that the price of our common stock and of that of SPACs in general may be more volatile compared to the stock price of an operating company.

Rule 144 of the Securities Act provides a safe harbor under which holders of restricted securities and affiliates of an issuer may resell their securities into the public market. However, Rule 144 is unavailable for securities of former SPACs until, among other things, twelve months have elapsed since the former SPAC has filed “Form 10 information” with the SEC. Assuming that we complete the Business Combination, we will file such information. After the completion of the Business Combination, our stockholders may not rely on Rule 144 for resales of their common stock for a minimum of one year, which can impair the ability to resell our common stock at a favorable return.

The current unavailability and potential future unavailability of the Rule 144 resale exemption for our common stock could have an adverse effect on the market price of our common stock.

A significant number of shares of our common stock are subject to issuance upon exercise of outstanding warrants and options, which upon such exercise may result in dilution to our security holders.

Outstanding public warrants to purchase an aggregate of 5,750,000 shares of our common stock will become exercisable on completion of the Business Combination, at a price of $11.50 per whole share, subject to adjustment and subject to GVAC having an effective registration on file with the SEC which allows for the exercise for cash of the Public Warrants. Warrants may be exercised only for a whole number of shares of GVAC’s common stock. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the then existing holders of common stock of GVAC and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the foreseeable future.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to decline.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Special meeting OF GVAC STOCKHOLDERS

General

We are furnishing this proxy statement to the GVAC stockholders as part of the solicitation of proxies by our Board of Directors for use at the special meeting of GVAC stockholders to be held on _______________, 2020 and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about _____, 2020 in connection with the vote on the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Business Combination Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held on ________________, 2020 at 10:00 a.m., at the offices of our outside counsel, Becker & Poliakoff LLP, 45 Broadway, 17th Floor, New York, New York 10019, or such other date, time and place to which such meeting may be adjourned or postponed.

Purpose of the Special Meeting of GVAC Stockholders

At the special meeting of stockholders, we are asking holders of GVAC Shares to approve the following proposals:

•        To approve the Merger Agreement, dated as of August 26, 2020 by and among GVAC, AHA and GreenVision Merger Sub Inc., and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve the GreenVision Acquisition Corp. 2020 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 2.”

•        To approve the issuance of more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement, as required by Listing Rule 3635(a) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 3.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal No. 4.”

Recommendation of the GVAC Board of Directors to Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Board of Directors of GVAC has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of GVAC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board of Directors of GVAC reviewed various industry and financial data and the due diligence and evaluation materials provided by AHA, including financial information related to its current operations and business plan and its potential future expansion, and the fairness opinion provided to it by Collier Securities, Inc.. GVAC’s Board of Directors recommends that GVAC stockholders vote:

•        FOR the Business Combination Proposal;

•        FOR the Equity Plan Adoption Proposal;

•        FOR the Nasdaq 20% Proposal; and

•        FOR the Business Combination Adjournment Proposal.

GVAC’s Board of Directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement for further information.

Record Date; Who Is Entitled to Vote

We have fixed the close of business on ________, 2020, as the “record date” for determining those GVAC stockholders entitled to notice of and to vote at the special meeting. As of the close of business on ________________, 2020, there were 7,187,500 shares of common stock of GVAC outstanding and entitled to vote. Each holder of GVAC Shares is entitled to one vote per share on each of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Business Combination Adjournment Proposal.

As of ___________, 2020, GVAC’s Sponsor and other initial stockholders, either directly or beneficially, owned and were entitled to vote 1,437,500 shares of common stock, or approximately 20% of GVAC’s outstanding common stock. With respect to the Business Combination, GVAC’s Sponsor and other initial stockholders have agreed to vote their respective shares of common stock owned by them in favor of the Business Combination Proposal and the other Proposals.

Quorum and Required Vote for Stockholder Proposals

A quorum of GVAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of GVAC stockholders if a majority of the GVAC Shares issued and outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions present in person and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority (3,600,937 shares) of the issued and outstanding common stock of GVAC present and entitled to vote at the special meeting. Attending the special meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

Voting Your Shares

Each GVAC share of common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the special meeting. Your proxy card shows the number of common stock that you own.

There are two ways to ensure that your GVAC Shares are voted at the special meeting:

•        You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our Board of Directors, “FOR” the Business Combination Proposal, the Nasdaq 20% Proposal and the Business Combination Adjournment Proposal. Votes received after a matter has been voted upon at the special meeting will not be counted.

•        You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your bank, broker or other nominee, you must get a proxy from the bank, broker or other nominee. That is the only way we can be sure that the bank, broker or other nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, AT LEAST TWO DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our corporate secretary in writing before the special meeting that you have revoked your proxy at GreenVision Acquisition Corp., One Penn Plaza 36th Floor, New York, NY 10004, Attn: Chief Financial Officer; or our solicitation agent, Advantage Proxy at 1 (877) 870-8565.

•        you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your common stock, you may call Advantage Proxy, our proxy solicitor, at (877) 870-8565 or GVAC at (212)786-7429.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the approval of the Business Combination and the 3 other proposals stated herein. Under GVAC’s Amended and Restated Certificate of Incorporation, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Redemption Rights

Pursuant to GVAC’s Amended and Restated Certificate of Incorporation, a holder of GVAC Shares may demand that GVAC redeem such common stock for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on __________, 2020 (two (2) business days before the special meeting), that GVAC redeem your shares into cash; and (ii) submit your request in writing to GVAC’s transfer agent, at the address listed at the end of this section and delivering your shares to GVAC’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to GVAC’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the GVAC Shares for which you are electing redemption by two (2) business days before the special meeting by either:

•        Delivering certificates representing GVAC’s Shares to GVAC’s transfer agent, or

•        Delivering the GVAC Shares electronically through the DWAC system.

GVAC stockholders will be entitled to redeem their GVAC Shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.___ per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by GVAC’s transfer agent two (2) business days prior to the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of GVAC shares as of the Record Date. Any public stockholder who holds shares of GVAC on or before _______________, 2020 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the

aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to GVAC’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the business day prior to the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and GVAC’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is GVAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. GVAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their GVAC Shares before exercising their redemption rights and thus will be unable to redeem their GVAC Shares.

In the event that a stockholder tenders its GVAC Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its GVAC Shares, the stockholder may withdraw the tender. In the event that a stockholder tenders GVAC Shares and the business combination is not completed, these GVAC Shares will not be redeemed for cash and the physical certificates representing these GVAC Shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. GVAC anticipates that a stockholder who tenders GVAC Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such GVAC Shares soon after the completion of the Business Combination.

If properly demanded by GVAC’s public stockholders, GVAC will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.06 per share. If you exercise your redemption rights, you will be exchanging your GVAC Shares for cash and will no longer own the GVAC Shares.

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act will be restricted from seeking redemption rights with respect to more than 15% of the GVAC Shares.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain conditions, and as a result, would not be able to proceed with the Business Combination.

Tendering Common Stock Share Certificates in connection with Redemption Rights

GVAC is requiring the GVAC public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to GVAC’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option at least two (2) business days prior to the special meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether GVAC requires holders seeking to exercise redemption rights to tender their GVAC Shares. The need to deliver GVAC Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of

the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, GVAC will promptly return the share certificates to the public stockholder.

United States Federal Income Taxation Relating to Redeeming Stockholders

General

This section is a general summary of the material U.S. federal income tax provisions relating to the redemption of GVAC’s common stock in connection with a business combination. This section does not address any aspect of U.S. federal gift or estate tax, or the state, local or non-U.S. tax consequences of an investment in our securities, nor does it provide any actual representations as to any tax consequences of the acquisition, ownership or disposition of our securities.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our securities that is for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States;

•        a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia

•        an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source, or

•        a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only the redemption of our shares of common stock holders who own and hold our securities as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:

•        financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies;

•        regulated investment companies;

•        expatriates or former long-term residents of the United States;

•        persons that actually or constructively own 5 percent or more of our voting shares;

•        persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•        persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;

•        persons whose functional currency is not the U.S. dollar;

•        controlled foreign corporations; or

•        passive foreign investment companies.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of our securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION OF OUR SECURITIES IN CONNECTION WITH THE BUSINESS COMBINATION. IT DOES NOT PROVIDE ANY ACTUAL REPRESENTATIONS AS TO ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES AND WE HAVE NOT OBTAINED ANY OPINION OF COUNSEL WITH RESPECT TO SUCH TAX CONSEQUENCES. AS A RESULT, EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

Redemption Of Common Stock

If a U.S. Holder redeems common stock into the right to receive cash pursuant to the exercise of a shareholder redemption right, for U.S. federal income tax purposes, such conversion or sale generally will be treated as a redemption and will be subject to the following rules. If the redemption qualifies as a sale of the common stock under Section 302 of the Code:

•        a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the securities.

•        The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that under tax law currently in effect long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at reduced rates. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the securities exceeds one year. The deductibility of capital losses is subject to various limitations. U.S. Holders who recognize losses with respect to a disposition of our securities should consult their own tax advisors regarding the tax treatment of such losses.

Whether redemption of our shares qualifies for sale treatment will depend largely on the total number of shares of GVAC common stock treated as held by such U.S. Holder. The redemption of common stock generally will be treated as a sale or exchange of common stock (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially disproportionate” with respect to a U.S. Holder, (ii) results in a “complete

termination” of such holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only the GVAC common stock actually owned by such holder, but also our the GVAC common stock that is constructively owned by such holder. A U.S. Holder may constructively own, in addition to our common stock owned directly, common stock owned by related individuals and entities in which such holder has an interest or that have an interest in such holder, as well as any common stock such holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by a U.S. Holder immediately following the redemption of our common stock must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting and common stock actually and constructively owned by such holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our common stock is actually and constructively owned by such U.S. Holder are redeemed or (ii) all of our common stock actually owned by such U.S. Holder is redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares owned by family members and such holder does not constructively own any other shares. The redemption of the common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of any such redemption.

If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution a U.S. Holder generally will be required to include in gross income as dividends the amount received. Such amount will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its common stock (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such common stock. With respect to non-corporate U.S. Holders, dividends may be subject to the lower applicable long-term capital gains tax rate (see above) if our common stock is readily tradeable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our common stock. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed common stock will be added to the adjusted tax basis in such holder’s remaining common stock. If there are no remaining common stock, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.

Certain U.S. Holders may be subject to special reporting requirements with respect to a redemption of common stock, and such holders should consult with their own tax advisors with respect to their reporting requirements.

Appraisal Rights

Appraisal rights are not available to holders of GVAC Shares in connection with the proposed Business Combination or any other Proposals.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our Board of Directors. This solicitation is being made by mail but also may be made by telephone or in person. GVAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. GVAC has engaged Solicitation Agent to assist in the solicitation of proxies for the Special Meeting. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card.

GVAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. GVAC will pay Advantage Proxy a fee of $7,500, plus disbursements, reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. GVAC will ask banks, brokers and other nominees to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. GVAC will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the special meeting.

GVAC Initial Stockholders

In September, 2019, GVAC issued an aggregate of 1,437,500 shares of Common Stock to our sponsor, GreenVision Capital Holdings LLC., for an aggregate purchase price of $25,000. The Sponsor Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment in our initial public offering was not exercised in full or in part, so that the Sponsor or its affiliates or assignees would own 20% of GVAC’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The sponsor is controlled by two of our officers and directors, Zhigeng (David) Fu and Qi (Karl) Ye. The Sponsor transferred an aggregate of 60,000 sponsor Shares to our two independent directors, Jonathan Intrater and He (Herbert) Yu. The underwriters’ over-allotment option was exercised in full, so none of the Sponsor Shares were forfeited.

In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,100,000 warrants, each warrant to purchase one GVAC Share, at a price of $1.00 per warrant. The warrants held by the Sponsor have an exercise price of $11.50 per warrant. Each of our two executive officers has a pecuniary interest in the shares held by the Sponsor. These Private Warrants are identical to the public GVAC Warrants included in the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees

Pursuant to a registration rights agreement between us and our initial stockholders, those stockholders are entitled to certain registration rights with respect to the GVAC Shares and GVAC Warrants held by them, as well as the underlying securities. The holders of these securities are entitled to make up to two demands that GVAC register the sale of such securities. The holders of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. GVAC will bear the expenses incurred in connection with the filing of any such registration statements.

THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination

Business Combination with AHA; Business Combination Consideration

On the closing date of the transactions contemplated by the Merger Agreement, the Merger Sub merge with and into AHA and AHA will survive the merger as the surviving corporation under Delaware Law. As a result, AHA will become a wholly-owned subsidiary of GVAC. Thereafter GVAC will file with the Secretary of State of Delaware to change its name to AHA Healthcare, Inc. pursuant to Section 242 of the Delaware General Corporation Law of the State of Delaware without further stockholder approval.

Other than an aggregate of 338,046 options to acquire common stock of AHA which will be exchanged for options to acquire GVAC common stock all of the issued and outstanding shares and other equity interests in and of AHA immediately prior to the Business Combination will be cancelled, and, in consideration therefor, the former security holders of AHA will be issued an aggregate of 4,661,954 shares of GVAC’s common stock. .

Pursuant to the terms of the Merger Agreement, the 4,661,954 shares issuable at closing includes 1,000,000 shares of GVAC common stock being held back (“Holdback Shares”) from delivery at closing which 1,000,000 shares would not be released to the former AHA securityholders unless either (a) the closing price of a share of common stock of the post-Merger company equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period immediately following the closing of the Merger but prior to the first anniversary of the closing of the Merger, or (b) the post-Merger has achieved $17,500,000 or more of earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the fiscal year ending December 31, 2020. The post-Merger determination of the EBITDA threshold would not include any increase in revenue or income for any post-closing acquisitions of businesses or assets or any transaction related costs.

As a condition to the Merger Agreement, AHA provided the sum of $575,000 to GVAC which funds will be utilized to provide all or a portion of the deposit required to extend the existence of GVAC from November 21, 2020 to February 21, 2021, if GreenVision determines to proceed with the extension. The funds will not be placed into the IPO Trust account until a determination is made to extend, which GVAC is not required to determine until November 16, 2020. Under the terms of GVAC’s IPO and its certificate of incorporation, GVAC may, but is not obligated to, extend the period for two additional three-month periods to consummate a business combination. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between us and Continental Stock Transfer and Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, upon five days advance notice prior to November 21, 2020, GVAC’s Sponsor (or its designees) must deposit into the trust account $575,000 for each three-month extension.

The issuance of the GVAC shares of common stock to the securityholders of AHA is being consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act. AHA has approximately 52 stockholders.

GVAC currently has authorized share capital of 300,000,000 shares of common stock with a par value of $0.00001 per share and 1,000,000 shares of preferred stock with a par value of $0.00001 per share. No preferred shares are issued or outstanding or have been designated as part of any class. No preferred stock will be issued as part of consummation of the Business Combination.

After the Business Combination, assuming no redemptions of common stock issued in our IPO for cash from the trust account, and giving effect to the issuance of all 5,000,000 shares to the AHA securityholders (including the Holdback Shares and shares underlying options and warrants being converted into GVAC options and warrants) GVAC’s public stockholders will own approximately 49.5% of the outstanding GVAC Shares, GVAC’s Sponsor and current directors, officers and affiliates will own approximately 11% of the outstanding GVAC Shares, and the former stockholders of AHA will own approximately 39% of the outstanding GVAC Shares.

Assuming (i) redemption by holders of 5,250,000 shares of GVAC’s common stock (based upon no redemptions by our Sponsor or officers or directors and maintaining a number of shares to maintain at least $5,000,000 in assets at a value of $10.00 per share), the issuance of 4,661,954 GVAC shares (inclusive of the Holdback Shares) GVAC public stockholders will own approximately 15% of the outstanding GVAC Shares, GVAC’s Sponsor and current directors, officers and affiliates will own approximately 20% of the outstanding GVAC Shares, and the former shareholders of AHA will own approximately 65% of the outstanding GVAC Shares.

Prior to the completion of the acquisition of AHA by Merger Sub and the completion of the Business Combination, under the terms of the Merger Agreement, AHA was required to complete several transactions whereby it acquired certain other entities or certain assets of certain third parties. These transactions are briefly summarized below.

In June 2018, AHA acquired 70% of the equity interests of Accountable Care Medical Group of Florida, Inc. a Florida corporation (ACMG). ACMG operates as an ACO. In March 2019, we acquired the remaining 30% equity interests of Accountable Care Medical Group of Florida, Inc. a Florida corporation (ACMG).

On May 27, 2020, through its wholly owned subsidiary, AHA Analytics, AHA acquired a cloud-based population health management platform from Clingence Health, Inc, that provides a clinical business intelligence Software-as-a-Service (“SaaS”). The analytics platform solution integrates clinical and financial data across multiple electronic health record systems and care settings and delivers comprehensive patient views and real-time, dynamic and predictive population reports critical to success in value-based payment models. With the acquisition of this technology from Clinigence, AHA Analytics can aggregate clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations.

On July 24, 2020, AHA entered into a Membership Interest Purchase Agreement (the “HP Purchase Agreement”) with Rajendra Bansal M.D. and, Dr. Urmila Misty M.D., as Tenants by the Entirety and Hope Trust and Health Promoters Limited Liability Company, a Florida limited liability company (“HP”), pursuant to which AHA is purchasing all of the Units of HP from Sellers for a purchase price of sixty million dollars ($60,000,000). The purchase price is payable in a total amount of forty million dollars ($40,000,000) in cash at of the Closing of the HP Purchase Agreement, nine million dollars ($9,000,000) in stock, and eleven million dollars ($11,000,000) in earn out payments payable 50% upon the first anniversary of the closing of the Purchase Agreement and 50% upon the second anniversary of the Closing of the HP Purchase Agreement (the “Earn Out Payments”). The Earn Out Payment is conditioned upon the minimum EBITDA of $11,000,000 on a combined basis for the businesses of HP, Jupiter and PCA for each of the fiscal years 2020 and 2021, respectively, and is payable by additional cash payments.

On July 24, 2020 AHA also entered into a Stock Purchase Agreement (the “Jupiter SPA”) with Dr. Rajendra Bansal M.D, Dr. Urmila Misty M.D and the Trustees of the Best Trust A and Best Trust N, pursuant to which AHA is purchasing all of the issued and outstanding shares of stock of Jupiter Medical Group, P.A., a Florida corporation (“JMG”). JMG is an organization of primary care physician practices for a purchase price of thirty-one million dollars ($31,000,000). The purchase price is payable fifteen million dollars ($15,000,000) in cash at the Closing of the Jupiter SPA, five million dollars ($5,000,000) in shares of AHA common stock (which shall be exchangeable into GVAC Shares in the Merger), and eight million dollars ($8,000,000) in earn out payments payable 50% upon the first anniversary of the Closing of the SPA and 50% upon the second anniversary of the closing of the Jupiter SPA (the “Earn Out Payment”). The Earn Out Payment is conditioned upon the minimum combined EBITDA of $11,000,000 for the HP, Jupiter and PCA businesses for each of the fiscal years ended 2020, and 2021 respectively, and is payable in cash.

On July 24, 2020 AHA entered into a Stock Purchase Agreement (the “Primary Care SPA”) with Dr. Rajendra Bansal M.D, Dr. Urmila Misty M.D and the Trustees of the Best Trust A and Best Trust N, pursuant to which AHA is purchasing all of the issued and outstanding shares of stock of Primary Care Practices, a Florida corporation (“PCP). PCP is an organization of primary care physician practices for a purchase price of nine million dollars ($9,000,000). The purchase price is payable five million dollars ($5,000,000) in cash at the closing of the Primary Care SPA, two million dollars ($2,000,000) in stock, and two million dollars ($2,000,000) in earn out payments payable 50% upon the first anniversary of the Closing of the SPA and 50% upon the second anniversary of the Closing of the Primary Care SPA (the “Earn Out Payment”). The Earn Out Payment is conditioned upon the minimum EBITDA of $11,000,000 on a combined basis for the HP, Jupiter and PCA for the fiscal years ended 2020 and 2021and is payable in additional cash consideration.

Indebtedness incurred by AHA in connection with the aforementioned acquisitions of the equity interests and capital stock of four of its subsidiaries, namely, ACMG, Health Promoters, LLC, Jupiter Medical Group, P.A., and Primary Care Associates, P.A, as well as liabilities incurred in connection with the acquisition of the intellectual property assets of Clinigence will be paid in full by AHA. The total amount of these liabilities, as well as transactions costs of the Business Combination, approximate $80,000,000. In order to satisfy these obligations, AHA anticipates completing third party financing in the form of a combination of debt and equity. No definitive terms or agreements have been determined as of the date of this filing. See “AHA Financing Conditions to Business Combination”.

Assuming the Business Combination Proposal is approved, the parties to the transaction expect to close the Business Combination in the fourth quarter of 2020.

Background of the Business Combination

GVAC was formed in September, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Entities such as GVAC as referred to as “SPACs” or “special purpose acquisition companies”.

Although GVAC is not limited to a particular industry or sector for purposes of consummating a business combination, the Company intended to focus its search on target businesses operating in North America, Europe and Asia (excluding China) in the life sciences and healthcare industries. As part of its listing process with Nasdaq Capital Market, GVAC agreed that it would not undertake its initial business combination with any entity with its principal business operations in China. GVAC is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Under Nasdaq listing rules, any SPAC, including GVAC, can only proceed with a business combination if the SPAC has net tangible assets of at least $5,000,001 at completion of the transaction. Further, NASDAQ rules require that our business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) (at least $46,000,000) at the time of our signing a definitive agreement in connection with our business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Although our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets.

In connection with GVAC’s formation, in September 2019, the Sponsor (GreenVision Capital Holdings LLC) purchased 1,437,500 shares of the Company’s common stock for an aggregate purchase price of $25,000. The Sponsor Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment in the initial public offering was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any securities in the Initial Public Offering). The Sponsor subsequently transferred a total of 60,000 shares to two directors of the Company. As a result of the underwriter’s election to fully exercise its over-allotment option, 187,500 Sponsor Shares are no longer subject to forfeiture.

Pursuant to the Initial Public Offering, completed on November 21, 2019, GVAC sold 5,750,000 Units, (which includes the full exercise by the underwriter of its option to purchase an additional 750,000 Units at $10.00 per Unit). Each Unit consisted of (i) one share of common stock, (ii) one redeemable warrant and (ii) one right to receive one-tenth of one share of common stock. Each warrant sold as part of the Units entitles the holder to purchase one share of common stock of GVAC at a price of $11.50 per share, subject to adjustment.

In accordance with GVAC’s Amended and Restated Certificate of Incorporation, the amounts held in the trust account may only be used by GVAC upon the consummation of a business combination, except that there can be released to GVAC, from time to time, any interest earned on the funds in the trust account that it may need to pay its tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and GVAC’s liquidation. GVAC executed a definitive agreement on

November 21, 2020 with Continental Stock Transfer & Trust Company to act as escrow agent for the trust funds, and it must liquidate unless a business combination is consummated by the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020.

GVAC will have until November 21, 2020 to consummate a business combination. However, if GVAC anticipates that it may not be able to consummate a business combination by November 21, 2020, it may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $575,000 or $0.10 per Public Share, up to an aggregate of $1,150,000 or $0.20 per Public Share, on or prior to the date of the applicable deadline, for each three-month extension. Under the terms of the Merger Agreement, AHA has agreed, and has provided to GVAC, the sum of $575,000 for use by GVAC to extend the time frame to compete the business combination with AHA for up to three (3) months (February 21, 2021) and for interim working capital.

Immediately after closing the Initial Public Offering on November 21, 2019, the officers and directors of GVAC began to contact potential candidates for a business combination. In addition, we were contacted by a number of individuals and entities with respect to business combination opportunities.

GVAC’s evaluated each candidate in the context of the screening criteria established by its management, which included:

•         those which have exhibited strong growth in revenue or profit in recent fiscal periods or have healthy cash flow from operations;

•        those which may offer an attractive return for our stockholders, potential upside from growth in the target business and with an improved capital structure will be provide a favorable upside reward metric measured against any identified downside risks;

•        candidates which meet some key characteristics such as being or having the capability of being a disruptive participant within an industry, especially life sciences or the healthcare industries;

•        candidates which are capable of obtaining both organic and acquisitive growth;

•        those candidates which are or can be positioned to enhance stockholder value and revenue growth as a result of increased presence across geographic borders; and

•        candidates which possess exploitable intellectual property

Our business strategy was to identify and complete our business combination with one or more entities that meets one or more criteria of:

•        being or having the potential to be disruptive in the life science or healthcare industry;

•        possessing a strong growth record;

•        significant potential for further growth;

•        a leading technology position or potential for such position; or

•        a proven management team prepared for being a public company.

Between Nov 23, 2019 and August 24, 2020, GVAC reviewed and entered into NDAs with more than 20 potential business combination candidates and submitted multiple Letters of Intent to certain of these potential targets, in addition to its initial proposal to AHA. The GVAC management team held frequent discussion regarding the various targets during this period both internally and with a wide range of management teams at potential targets.

With regard to some of those targets with which GVAC did not pursue a business combination, we summarize our review process:

Candidate One:    On November 23, 2019, Candidate one was introduced to GreenVision by a third party. Candidate one is a company engaged in the hemp industry. On November 24, 2019, GreenVision held a conference

call with the management of the candidate, which was followed by a series of emails and telephone calls and a meeting with two founders of the candidate on December 18, 2019. An NDA was signed on February 17, 2020.

Candidate Two:    On November 24, 2019, the candidate was introduced to GreenVision by a third party. Candidate two is a company engaged in the premium drink business. On November 25, 2019, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and telephone calls and a meeting with the management team of the candidate on December 16-17, 2019. An NDA was signed on November 26, 2019, and a letter of intent was proposed by GreenVision on December 30, 2020, which was followed by several discussions with the management team of the candidate.

Candidate Three:    On December 6, 2019, the candidate was introduced to GreenVision by a third party. Candidate three is a medical device technology company. On December 6, 2019, GreenVision held a conference call with the management of the candidate. An NDA was signed on December 7, 2019.

Candidate Four:    On December 6, 2019, the candidate was introduced to GreenVision by a third party. Candidate four is a high-tech investment company. On December 6, 2019, GreenVision held a conference call with the management of the candidate.

Candidate Five:    On December 12, 2019, the candidate was introduced to GreenVision by a third party. Candidate five is a bio-tech company. On December 12, 2019, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and telephone calls and a meeting with the management team of the candidate on December 18, 2019. An NDA was signed on December 14, 2019. GreenVision proposed a Letter of Intent to the candidate on May 9, 2020, which was followed by several discussions with the management team of the candidate.

Candidate Six:    On December 23, 2019, the candidate was introduced to GreenVision by a third party. Candidate six is a life sciences company. On January 7, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and telephone calls. An NDA was signed on December 31, 2019.

Candidate Seven:    On January 22, 2020, the candidate was introduced to GreenVision by a third party. Candidate seven is software development company. On January 23, 2020, GreenVision held a conference call with the management of the candidate.

Candidate Eight:    On January 29, 2020, the candidate was introduced to GreenVision by a third party. Candidate eight is a cement production company. On January 28, 2020, GreenVision held a conference call with the management of the candidate.

Candidate Nine:    On January 29, 2020, the candidate was introduced to GreenVision by a third party. Candidate nine is a computer vision technologies company. On February 15, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and calls. An NDA was signed on March 30, 2020.

Candidate Ten:    On April 7, 2020, Candidate ten was introduced to the company by a third party. Candidate ten is a bio-tech company. On April 8, 2020, GreenVision held a conference call with the management of the candidate. An NDA was signed on April 10, 2020.

Candidate Eleven:    On May 26, 2020, Candidate Eleven was introduced to the company by a third party. Candidate Eleven is a medical device manufacturing company. On May 25, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and calls. A letter of intent was provided by GreenVision on June 4, 2020 and was entered into by the parties on July 3, 2020, which was followed by several discussions with the management team of the candidate.

Candidate Twelve:    On July 2, 2020, Candidate Twelve was introduced to the company by a third party. Candidate Twelve is a feature phone manufacturing company. On July 3, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and calls. An NDA was signed on July 7, 2020.

Candidate Thirteen:    On July 7, 2020, Candidate Thirteen was introduced to the company by a third party. Candidate Thirteen is a battery technology company. On July 9, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and calls. An NDA was signed on July 13, 2020.

Candidate Fourteen:    On July 15, 2020, Candidate Fourteen was introduced to the company by a third party. Candidate Thirteen is a health care service provider. On July 17, 2020, GreenVision held a conference call with the management of the candidate, which was followed by a series of emails and calls. An NDA was signed on July 9, 2020. A letter of intent was provided by GreenVision on July 23, 2020, which was followed by several discussions with the management team of the candidate.

The background of GreenVision’s interaction with AHA is as follows:

On January 8, 2020, GVAC was presented via both call and email by a third party, with introduction of GreenVision and AHA. Within the next few days, GVAC management held a series of internal meetings to discuss the opportunity.

On January 20, 2020, GreenVision held a conference call with the management of AHA, at which AHA provided to GreenVision an introduction of AHA, its existing business and future business expansion plans.

On January 20, 2020, GreenVision and AHA entered into a nondisclosure agreement that allowed GreenVision to receive and evaluate detailed materials and information concerning AHA.

Between January 21, 2020 and January 31, 2020, a series of email exchanges and conference calls took place between GreenVision and AHA management. GreenVision also had a few internal calls among its management and board members to discuss the proposed transaction.

On January 25, 2020, GreenVision proposed a letter of intent (“LOI”) to AHA management. In the next few days, GreenVision and AHA had several discussions regarding the terms of the LOI.

On January 27, 2020, GreenVision provided the business and legal due diligence request lists to AHA. AHA started to set up a data room for the due diligence by GreenVision.

On January 31, 2020, GreenVision and AHA entered into the LOI regarding a potential business combination.

On February 4, 2020, GreenVision had due diligence meetings with the management of AHA at Fort Lauderdale, Florida.

On February 6, 2020, GreenVision proposed a timeline for the proposed merger with AHA under the LOI.

Since February 14, 2020, GreenVision and AHA agreed to have a weekly call to discuss the status, progress and issues of the proposed merger under the LOI.

Between February 1, 2020 and March 31, 2020, GreenVision had initial due diligence review of certain materials and information provided by AHA, and had a series of internal discussions of the situation. GreenVision also had a series of conference calls with AHA management regarding the proposed merger.

On April 1, 2020, GreenVision’ s counsel team started the legal due diligence on AHA and its business operations, and had a conference call with AHA’s counsel team regarding the legal due diligence, responsibilities and timeline for the transaction. A draft merger agreement was prepared by GreenVision’s counsel and provided to AHA and its counsel on April 27, 2020.

On April 8, 2020, GreenVision had a conference call with AHA with regard to the status of audited financials of AHA. GreenVision management team also started to work with AHA on the proposed candidates for the Board of Directors and senior management team for the post-Merger company after completion of the business combination.

On April 13, 2020, GreenVision and its financial advisor I-Bankers Securities had a due diligence conference call with the management of AHA.

On May 5, 2020, GreenVision and AHA entered into an amendment to the LOI to extend the term of the LOI.

Between April 1, 2020 and August 23, 2020, GreenVision held a series of conference call discussions and meetings with its counsel at Becker & Poliakoff LLP regarding the legal due diligence on AHA.

Between April 1, 2020 and August 20, 2020, GreenVision held a series of conference call discussions and meetings with AHA regarding AHA’s financials and the terms of a proposed business combination, including the valuation. On August 20, 2020, GreenVision’s management and GreenVision’s counsel at Becker & Poliakoff LLP had a due diligence conference call with the management of AHA regarding the financials of AHA.

Between April 1, 2020 and August 21, 2020, the parties held a series of conference call discussions and meetings regarding AHA’s business operations and technology and the terms of a proposed business combination. Negotiations regarding the terms of the draft Merger agreement took place between the GreenVision’s management, GreenVision’s counsel at Becker & Poliakoff LLP, AHA and AHA’s counsel Dickinson Wright PLLC. These discussions regarding most of the substantive terms of the transaction, including potential tax ramifications, percentage ownership and valuation, outstanding capital stock of AHA and the status of AHA’s acquisitions of the equity interests of HP, JMG and PCA and the IP assets of Clinigence and the remaining equity interests of ACMG. During such time frame, AHA was completing the terms of such acquisitions.

Between August 22, 2020 and August 26, 2020, the parties held a series of additional conference call discussions and meetings regarding the final terms of a proposed business combination. Negotiations regarding the final terms of the transaction occurred between the GreenVision’s management, GreenVision’s counsel at Becker & Poliakoff LLP, AHA and AHA’s counsel Dickinson Wright PLLC. The parties and counsel continued these discussions and exchanged drafts of the principal agreements, including the Merger Agreement, and registration rights and lockup terms during such time. The parties continued to also discuss the number of shares to be exchanged and the valuation. Additionally, AHA management retained outside consultants and auditors to assist it with the preparation and review of necessary financial statements and pro forma financial information for AHA, ACMG and HP, JMG and PCA to reflect the transaction and assist with the preparation of this proxy statement.

GreenVision’s Board of Directors’ Reasons for the Approval of the Business Combination

GreenVision’s Board of Directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Business Combination, including but not limited to, the following material factors:

An established technology-enabled population health management platform.    AHA is expected to create a technology-enabled population health management platform positioned to improve the quality of care, reduce cost, and lower aggregate risk for patients and providers. The strategy of the combined company would be to become one of the few, preeminent national medical groups by acquiring and/or operating medical groups, independent practice associations, accountable care organizations and individual practices, allowing providers to focus on providing the best quality of care to their patients.

A network of high-performance PCPs driving growth & margin expansion.    AHA’s ACO value-based network and proprietary cloud-based technology combined with 23 wholly-owned PCP practices and IPA contracts is a formidable and attractive delivery system for: (i) Medicare Advantage insurers, as well as CMS, that are seeking to down-stream risk and improve patient access; (ii) Independent Practices and IPAs seeking strong financial partners or exit opportunities; (iii) optimizing terms and costs with other Medicare vendors and providers; and (iv) delivery of integrated care coordination that is responsive to the doctor and patient at the point-of-care.

Capitalizing on the shift from fee-for-service to value-bases reimbursements.    Providers are mandated to contend with new clinical financial & reporting requirements. The demands and complexity of this disruptive paradigm shift create a unique opportunity to aggregate and manage providers and monetize expertise & systems.

Financial Strength and Opportunities.    The combined company is expected to have a net revenue of $50,400,000 and EBITDA of 17,600,000 for the year ended December 31, 2020 and net revenue of $60,500,000 and EBITDA of 22,600,000 for the year ended December 31, 2021. The potential for increasing EBITDA from synergies to be realized following closing, are expected to provide the combined company with significant financial strength and flexibility to enable continued growth.

Significant Synergy Potential.    The combined company will bring together a centralized comprehensive infrastructure that encompasses Medical Management, Data Analytics, and Business Administration. This structure enables economics of scale & cross portfolio strategic value.

Experienced Management Team.    The combined company will be led by a management team with a long track record of success with managing ACO/MSO and in the medical management area. The management team has decades of accomplished executive experience in the medical service field. The management of the post-Merger company will be led by Warren Hosseinion, M.D. who was the Co-founder and Chief Executive Officer of Apollo Medical Holdings, Inc. (Nasdaq: AMEH).

Industry Trends and the Business and Financial Condition and Prospects.    The board is knowledgeable about the ACO/MSO industry and considered the combined company’s business, financial condition, results of operations and future growth prospects. The Board discussed company’s current prospects for growth in executing upon and achieving company’s business plans. The Board considered these potential prospects as they might have an impact on the future per share valuation of company relative to the $10.00 per share valuation at which the Merger Agreement was negotiated.

Other Alternatives.    The belief of the Board of GreenVision is that the proposed Business Combination represents the best potential business combination opportunity for the Company based upon the process utilized to evaluate and assess other potential acquisition targets, and the belief of the Board and management is that such processes had not presented a better alternative.

Terms of the Merger Agreement.    The Board considered the terms and conditions of the Merger Agreement and the transactions contemplated thereby including the negotiated valuation of $10.00 per share relative to the results of the Company’s financial analysis of AHA’s potential future valuation.

GreenVision’s Board of Directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

Liquidation of GreenVision.    The risks and costs to GreenVision if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in GreenVision being unable to effect a business combination by November 21, 2020 and force GreenVision to liquidate and the warrants to expire worthless.

Stockholder Vote.    The risk that GreenVision’s stockholders may fail to provide the votes necessary to effect the Business Combination.

Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Company’s control.

Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses.    The fees and expenses associated with completing the Business Combination could be significant.

Other Risks.    Various other risks associated with the Business Combination, the business of the Company and the business of AHA described under the section entitled “Risk Factors.”

The Board of Directors concluded that the potential benefits that it expected GreenVision and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board of Directors unanimously determined that the Merger Agreement and the Business Combination were advisable, fair to, and in the best interests of, GreenVision and its stockholders.

In addition to the foregoing potential benefits and negative factors, the Board of Directors of GreenVision also considered the fairness opinion and supporting analysis provided by an independent investment bank, Collier Securities LLC (“Colliers”). Pursuant to a letter agreement dated August 12, 2020, GreenVision retained Colliers to provide a fairness opinion to the Board of Directors of GreenVision in connection with the proposed Merger with AHA. For purposes of Colliers’ analysis, AHA includes the combined operations of AHA, ACMG, Health Promoters, Jupiter Medical group, and Primary Care Associates.

On August 24, 2020, the Board of Directors had a conference call meeting with Colliers to review their analysis. Following the meeting, Colliers rendered its opinion letter to the Board that, as of August 24, 2020, the date of the opinion letter, and based upon and subject to the factors and assumptions set forth therein, including the assumption of no redemptions by GreenVision public shareholders, that the consideration to be paid by the Company in connection with the Merger pursuant to the Merger Agreement is fair, from a financial point of view, to the Company and its shareholders.

In connection with rendering the opinion described above and performing its related financial analyses, Colliers reviewed and performed the following, among other things:

•        The letter of intent relating to the Merger;

•        Drafts of the Merger Agreement;

•        Drafts of the Proxy Statement to be filed with the SEC;

•        The 2018 and 2019 audited financial statements and June 30, 2020 unaudited financial statements of AHA and financial forecasts by AHA management for fiscal years ending December 31, 2020 – 2022;

•        Compared financial and other data for AHA to similar data for publicly-held healthcare companies and industry sale transactions;

•        Discounted cash flow analyses of AHA; and

•        Such other financial studies and analyses and other information Colliers deemed appropriate for the purposes of its opinion.

Colliers also held discussions with management of both GreenVision and AHA regarding their assessment of past and current business operations, financial condition and future prospects.

For purposes of rendering the fairness opinion described above, Colliers relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting, and other information provided to, discussed with or reviewed by Colliers, without assuming any responsibility for independent verification thereof. In that regard, Colliers assumed, that the forecasts provided were reasonably prepared on a basis reflecting the best currently available estimates and judgments of GreenVision’ s and AHA’s management. Colliers also assumed that the transactions contemplated by the Merger Agreement will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition, the effect of which would be in any way meaningful to its analysis.

Colliers opinion does not address the underlying business decision of GreenVision to engage in the transaction contemplated by the Merger Agreement, or the relative merits of the transaction contemplated by the Merger Agreement as compared to any strategic alternatives that may be available to GreenVision; nor does it address any legal, regulatory, tax or accounting matters. Colliers expressed no opinion or view as to any terms or other aspects of the Merger, including, without limitation, the form or structure of the Merger or any ongoing obligations of the parties pursuant to the Merger Agreement. Colliers’s opinion addresses only the fairness, from a financial point of view, to the holders of GreenVision, as of August 24, 2020, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Colliers opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Colliers as of, the date of the opinion and Colliers assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. The issuance of Colliers’s opinion was approved by a fairness opinion review committee of Colliers.

The following is a summary of the material financial analyses delivered by Colliers to the Board of Directors of GreenVision in connection with rendering the fairness opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Colliers, nor does the order of analyses described represent the relative importance or weight given to those analyses by Colliers. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Colliers, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Colliers. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Colliers. Except as otherwise noted, the following information, to the extent that it is based on market data, is based on market data as it existed on or before August 24, 2020, the date of the opinion letter and is not necessarily indicative of current market conditions.

Colliers used three customary approaches in conducting its analyses and arriving at its opinion, including a comparison to guideline public companies, a comparison to guideline transactions, and discounted cash flow analyses.

Guideline Public Companies Analysis

Colliers reviewed AHA management’s forecast, the following fifteen publicly traded companies in the managed care, healthcare services, and healthcare data analytics sectors that, in the professional judgment of Colliers, have businesses that for the purposes of this analysis may be considered similar to those of AHA:

For purposes of the analysis, Colliers analyzed the following operational and trading statistics for each of the select guideline public companies for comparison purposes and to assess the value of AHA.

•        3-year compound annual revenue growth rate (“CAGR”);

•        EBITDA Margin;

•        Enterprise value (“EV”), calculated as the market value of equity, plus debt, less cash and equivalents, plus non-controlling interests, as a multiple of Trailing 12-month Revenue and EBITDA.

After taking into consideration the comparative data for the select guideline public companies and AHA, Colliers applied EV/Revenue multiples of 1.6 times 2019 revenue and 1.5 times 2020 forecast revenue, and EV/EBITDA multiples of 15.0 times 2019 EBITDA and 13.3 times 2020 forecast EBITDA. This analysis resulted in a range of enterprise values of between $65 million to $207 million, and corresponding equity values of between $48 million to $189 million.

No company in the Colliers analysis is identical or directly comparable to AHA, therefore an evaluation of the results of this analysis is not entirely mathematical. Rather, the Colliers analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which AHA was compared.

Guideline Transactions Analysis — The guideline transactions analysis involves a review of sale transactions for companies deemed relatively similar to AHA. This analysis is based on information obtained from SEC filings, public company disclosures, press releases, industry and databases and other sources. Information on such transactions is often incomplete. Colliers searched for merger and acquisition transactions that closed during the past 3.5 years for companies in managed care, healthcare services and healthcare data analytics. The search yielded 25 transactions that occurred with the necessary comparative data.

Based on its experience and judgment Colliers determined it was appropriate to apply both Revenue and EBITDA valuation metrics to the results. As shown in the table below, the transactions Colliers analyzed yielded the following a range of Enterprise Value / Revenue and EBITDA multiples.

After taking into consideration the comparative data for the select Guideline Transactions and AHA, Colliers applied the EV/Revenue and EV/EBITDA multiples derived from the select Guideline Transactions to the 2019 and 2020 results for AHA. This analysis resulted in a range of enterprise values of between $50 million to $144 million, and corresponding equity values of between $33 million to $127 million.

No company in the Collier analysis is identical or directly comparable to AHA, therefore an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the values of the companies to which AHA was compared.

Discounted Cash Flow Analysis — Using forecasts provided by AHA management for the fiscal years ending 2020 – 2022, Colliers performed discounted cash flow analyses to calculate the estimated present value of the standalone unlevered, after-tax free cash flows forecasted to be generated by AHA for the forecast period.

Colliers calculated terminal values for AHA by applying Revenue and EBITDA transaction multiples ranging from .8x-1.6x, and 8.3x to 10.3x, respectively to terminal year estimated unlevered, after-tax free cash flows. The unlevered free cash flows and range of terminal values were then discounted to present value using discount rates ranging from 10% to 20%, which were based on an estimate of AHA’s weighted average cost of capital, or discount rate. The discounted cash flow analyses resulted in a range of implied values for AHA’s equity from a low of $70 million to a high of $268 million.

Based on Collier’s experience and judgment in performing valuation analyses it weighted its results in favor of EBITDA multiples over Revenue multiples as we believe the industry is valued more on that basis and represents a more accurate measurement of the intrinsic value of the equity.

Colliers stated that its analysis resulted in a wide overall range of enterprise values from $50 million to $285 million and equity values of between $33 million to $268 million, with mean and median equity values of $133 million and $136 million which support the consideration contemplated in the Merger Agreement.

Colliers made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses as a comparison is directly comparable to AHA or the transaction contemplated by the Merger Agreement.

Summary of GVAC Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed by GVAC in connection with the valuation of AHA. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by us nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by the Board of Directors. We may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be our view of the actual value of AHA. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by us. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying our financial analyses and our Board of Directors’ recommendation.

In performing our analyses, we made numerous material assumptions with respect to, among other things, none of AHA, GVAC, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of AHA do not purport to be appraisals or reflect the prices at which AHA shares may actually be valued. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on August 24, 2020 (the last trading day before GVAC’s Board formally approved the Business Combination) and is not necessarily indicative of current market conditions.

For purposes of evaluating AHA’s financial condition and in connection with GVAC’s preparation of projections, GVAC management was provided with documents from AHA including projections for various time periods, including for the years ended December 31, 2020, 2021 and 2022, copies of material contracts, summaries of various industry analysis and trends and forecasts, information related to governmental regulations which may affect payments and collections rates and information related past performance. Additionally, the Board of GreenVision reviewed and discussed with Colliers its analysis in rendering the fairness opinion described above.

Selected Initial Public Offering Market Analysis

GVAC reviewed certain financial information of AHA and the structure of the proposed Business Combination and compared it to corresponding financial information of certain recent initial public offerings and certain publicly-traded companies (in the next section) that GVAC selected based on GVAC’s experience and professional judgment. Although none of the selected companies is directly comparable to AHA, the companies listed below were chosen by GVAC, among other reasons, because they successfully completed initial public offerings and they were with what we consider comparable services and with certain operational, business and/or financial characteristics that, for purposes of GVAC’s analysis, may be considered similar to those of AHA.

However, because none of the selected companies is exactly the same as AHA, GVAC believed that it was inappropriate to, and therefore did not rely solely on the quantitative results of the selected initial public offering analysis. Accordingly, GVAC also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of AHA and the selected companies to provide a context in which to consider the results of the quantitative analysis.

GreenVision’s Board of Directors had a series of conference call discussions and meetings during July and August, 2020 and reviewed AHA management’s forecast and its existing business and business plan. The Board has determined that two most similar publicly traded companies in the managed care, healthcare services, and healthcare data analytics sectors are Apollo Medical Holdings (NASDAQ: AMEH) and Oak Street Health (NYSE:OSH). The prime measure of valuation the Board focused on was the projected 2020 EBITDA multiple these companies are traded at. The Board has decided that a substantial discount on that measure to where these two stocks are trading at are most relevant. However, as OSH has no projected EBITDA for 2020, the Board has decided as compared to that comparable, a more substantial discount to its revenue multiple than EBITDA multiple is appropriate.

GreenVision also performed a discounted cash-flow analysis on AHA, using AHA management’s financial projections. GreenVision applied at 10 times exit multiple on AHA’s projected 2022 EBITDA (a substantial discount to where AMEH currently is traded at), and applied a discount rate of 25% per annum (higher than that used for most public company analysis) and came up with a valuation in excess of what was eventually agreed to with AHA.

Cautionary Statement Regarding the GVAC and AHA Forecasts

The inclusion in this proxy statement of the GVAC forecasts and of certain analyses referencing such forecasts should not be seen as an indication that AHA, GVAC or their respective boards of directors, management, affiliates, advisors, or any other related parties consider the forecasts predictive of actual future financial performance or events, and such forecasts should not be relied upon as such. All such parties cannot provide any assurance whatsoever that actual results will be consistent or even partially consistent with the forecasts provided. Indeed, actual results may differ profoundly from projections due to various uncertainties, and none of aforementioned parties undertakes any obligation to update, revise, reconcile, or confirm or disconfirm any forecasts based on

circumstances arising after the date at which listed forecasts were generated, based on future events or any other factors. None of AHA or GVAC or any of their respective affiliated parties intends to make publicly available any updates to the forecasts in this document, except as required by law.

The financial forecasts prepared by management of GVAC and AHA were not prepared with a view toward public disclosure nor prepared with a view toward compliance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, or in accordance with GAAP. Neither the independent registered public accounting firm of AHA nor of GVAC nor any other independent accountant has audited, reviewed, compiled, examined or performed any procedures with respect to the unaudited prospective financial information for the purpose of its inclusion in this proxy statement, and accordingly, neither independent registered public accounting firm nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto. Due to inherent uncertainties in financial projections of any kind, stockholders are cautioned not to place undue reliance, if any, on the forecasts. Forecasts are subjective in nature and may not be realized, and reflect numerous assumptions made by management, including material assumptions regarding, among other things, market size, commercial efforts, industry performance, general business and economic conditions and numerous other matters that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the preparing party.

There may be differences between actual and projected results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

All financial forecasts are “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements.”

In light of the foregoing factors and the uncertainties inherent in these projections, stockholders are cautioned not to place undue, if any, reliance on these projections.

Other GVAC Considerations

The Board of Directors focused its analysis on whether the Business Combination is likely to generate a return for GVAC’s stockholders that is greater than if the trust were to be liquidated. Our Board of Directors unanimously concluded that the Merger Agreement with AHA is fair to and in the best interests of the GVAC stockholders. The Board of Directors also relied upon a fairness opinion on which to base its assessment which was prepared by Hudson Capital BD LLC. See “The Business Combination Proposal — Basis for GVAC Board of Directors’ Recommendation — Fairness Opinion”.

Recommendation of GVAC’s Board of Directors

After careful consideration, GVAC’s Board of Directors determined that the Business Combination with AHA is fair to, and in the best interests of, GVAC and its stockholders. On the basis of the foregoing, GVAC’s Board of Directors has approved and declared advisable the Business Combination and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal and the other Proposals.

GVAC’s Board of Directors have interests that may be different from, or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for further information.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of GVAC’s Board of Directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that GVAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

•        If the proposed Business Combination is not completed by the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020, the 1,437,500 Sponsor Shares held by GVAC’s Sponsor and other initial stockholders, which were acquired prior to the Initial Public Offering for an aggregate purchase price of $25,000, will be worthless. Such GVAC Shares had an aggregate market value of approximately $____________ based on the closing price of GVAC Shares of $___ on the Nasdaq Capital Market as of August __, 2020.

•        If the proposed Business Combination is not completed by the date that is 24 months from the closing of the Initial Public Offering, or November 21, 2020, the 2,100,000 Private GVAC Warrants purchased by our Sponsor, for a total purchase price of $2,100,000, will be worthless. Such Private GVAC Warrants had an aggregate market value of approximately $____________ based on the closing price of GVAC’s Warrants of $0.___ on the Nasdaq Capital Market as of August __, 2020.

•        The exercise of GVAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in GVAC’s stockholders’ best interest.

•        If the Business Combination with AHA is completed, GVAC will designate one member to the Board of Directors of the post Business combination company.

Anticipated Accounting Treatment

The Business Combination will be treated by GVAC as a “reverse merger” in accordance with GAAP. For accounting purposes, AHA is considered to be acquiring GVAC in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which AHA is issuing stock for the net assets of GVAC. The net assets of GVAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of GVAC will show the consolidated balances and transactions of GVAC and AHA as well as comparative financial information of AHA (the acquirer for accounting purposes).

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Business Combination.

Acquisition of AHA; Consideration

Upon the closing of the transactions contemplated in the Merger Agreement (the “Closing”), AHA will become a wholly-owned subsidiary of GVAC. The consummation of the transactions contemplated by the Merger Agreement are referred to collectively as the Business Combination. Merger Sub will merge with and into AHA with AHA surviving the merger.

The former shareholders of AHA will receive shares of Common Stock of GVAC. GVAC will issue an aggregate of 5,000,000 shares of its common stock, inclusive of 1,000,000 Holdback Shares and 338,046 shares which may be issuable to holders of options and warrants of AHA which are being exchanged for new options and warrants to acquire shares of Common Stock of GVAC.

Of the total 5,000,000 shares issuable under the Merger Agreement, 1,000,000 GVAC Shares (“Holdback Shares”) are subject to issuance to the AHA securityholders provided that (A) the closing price of a share of Purchaser Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period immediately following the Closing of the Merger but prior to the first anniversary of the Closing of the Merger, or (B) the Company Group achieves $17,500,000 or more of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the fiscal year ending December 31, 2020.

Further, of the 3,661,954 GVAC Shares actually to be delivered at closing, 250,000 GVC shares will be placed in escrow for a period of up to 18 months to provide for indemnification claims which may be brought by GVAC.

Assuming there are no redemptions of our public shares, and giving effect to the issuance of the GVAC Shares to the AHA securityholders (excluding the 1,000,000 Holdback Shares) pursuant to the Merger Agreement, GVAC will have an aggregate of 11,424,454 shares issued and outstanding. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the outstanding shares of GVAC common stock of the post-Merger company will be as follows:

•        GVAC public stockholders will own approximately 55%, of the outstanding GVAC Shares excluding shares beneficially owned by our Sponsor, officers and directors;

•        Our Sponsor and officers and directors will own approximately 13% of the outstanding GVAC Shares; and

•        the former AHA shareholders will own approximately 32% of the outstanding GVAC Shares.

Assuming (i) redemption by holders of 5,250,000 shares of GVAC’s common stock (based upon no redemptions by our Sponsor, officers or directors and maintaining a number of shares to maintain at least $5,000,000 in assets at a value of $10.00 per share) and the issuance of 3,661,954 GVAC shares to the AHA securityholders, GVAC will have 6,174,454 shares issued and outstanding. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the outstanding shares of GVAC common stock of the post-Merger company will be as follows

•        GVAC public stockholders will own approximately 18% of the outstanding GVAC Shares;

•        GVAC’s Sponsor and current directors, officers and affiliates will own approximately 23% of the outstanding GVAC Shares; and

•        the former shareholders of AHA will own approximately 59% of the outstanding GVAC Shares.

The ownership percentages with respect to the post-Business Combination company set forth above do not take into account:

(a)     shares underlying issued and outstanding GVAC Warrants issued in our IPO (5,750,000 warrants) that will remain outstanding immediately following the Business Combination;

(b)    the issuance of any shares upon exercise of 287,500 warrants held by the underwriter in our IPO;

(c)     shares underlying the 2,100,000 Private Warrants held by our Sponsor;

(d)    the potential issuance of the 1,000,000 Holdback Shares to the AHA securityholders;

(e)     an aggregate of 338,046 shares issuable upon exercise of GVAC options and warrants which will be issued in exchange for AHA options and warrants;

(f)     conversion of GVAC Rights to acquire shares of GVAC common stock which were issued in our IPO and would equal an aggregate of 575,000 shares of GVAC common stock; and

(g)    options to acquire an aggregate of 1,525,000 GVAC Shares which will be issued to employees pursuant to employment agreements to be entered into effective at the closing of the Business Combination.

The number of shares (5,000,000 shares) is based upon a total valuation of $150,000,000, for the post-Merger Company assuming full redemption (5,250,000 Shares) of the trust funds. See “General Description of the Business Combination page 61 above and “Conduct Prior to Closing; Covenants” below at page 77.

As a condition to the Merger Agreement, AHA provided the sum of $575,000 at execution to GVAC which funds will be utilized to provide all or a portion of the deposit required to extend the existence of GVAC from November 21, 2020 to February 21, 2021, if GreenVision determines to proceed with the extension. The funds will not be placed into the IPO Trust account until a determination is made to extend, which GVAC is not required to determine until November 16, 2020. Under the terms of our IPO and our certificate of incorporation, we may, but are not obligated to, extend the period for two additional three-month periods to consummate a business combination. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between us and Continental Stock Transfer and Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, upon five days advance notice prior to November 21, 2020, we must deposit into the trust account $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) for each three month extension.

The issuance of the GVAC shares of common stock to the securityholders of AHA is being consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act.

The parties agreed that immediately following the closing of the Business Combination, GVAC’s board of directors will consist of no more than five directors, one of which will be designated by GVAC and four of which will be designated by AHA. The following persons will serve as directors of GVAC and AHA following closing:

Warren Hosseinion, M.D.

Mark Fawcett

Jonathan Intrater

Oded Levy

Mitchell Creem

Additionally, as part of the merger of Merger Sub with and into GVAC, the corporate name of GVAC will be changed from GreenVision Acquisition Corp. to AHA Healthcare, Inc. The change of the name of GVAC is not required to obtain stockholder approval under Delaware law.

Stockholder Approval

Prior to the consummation of the Business Combination, the holders of a majority of GVAC’s common stock attending a stockholder’s meeting, in person or by proxy (at which there is a quorum), must approve the transactions contemplated by the Merger Agreement (the “Stockholder Approval”). In connection with obtaining the Stockholder Approval, GVAC must call a special meeting of its common stockholders and must prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all stockholders entitled to vote at the meeting. Under the

terms of the Merger Agreement, GVAC also agreed to obtain stockholder approval for the proposed Equity Incentive Plan which appears as Proposal 2 and under NASDAQ listing rules it must also obtain stockholder approval to issue the shares to the AHA securityholders, which appears as Proposal 3. This proxy statement is intended to satisfy the information requirements under Schedule 14A for the Business Combination, Equity Plan and Nasdaq proposals

Representations and Warranties under the Merger Agreement

In the Merger Agreement, AHA (on behalf of itself and its subsidiaries) and the shareholder representative (Michael Bowen) make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate organization of AHA and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter and governing documents; (f) affiliate transactions; (g) required consents and approvals; (h) financial information including projections; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) employment and labor matters and related party matters; (q) taxes and audits; (r) environmental matters; (s) brokers and finders; and (t) other customary representations and warranties.

Additionally, it is a condition to closing and a representation and warranty by AHA that it has completed on or before the closing of the Merger, the acquisitions of all of the capital stock and equity of each of HP, Jupiter, PCP and also completed acquisition of the Clinigence intellectual property assets and the acquisition of any remaining equity interests in ACMG.

In the Merger Agreement, GVAC makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of brokers and finders; (d) capital structure; (e) validity of the GVAC Merger Shares issuable to the AHA securityholders; (f) minimum trust fund amount of at least $5,000,001 shall be maintained at Closing; (g) continued Nasdaq listing for the GVAC shares of common stock and the other classes of securities issued in its IPO; and (h) compliance with SEC filing requirements.

Conduct Prior to Closing; Covenants

The Merger Agreement contains certain customary covenants of GVAC and AHA, including, among others, the following:

•        AHA has agreed to operate its business in the ordinary course prior to the closing of the Business Combination (with certain exceptions) and not to take certain specified actions without the prior written consent of GVAC.

•        GVAC has agreed to operate its business in the ordinary course prior to the closing of the Business Combination (with certain exceptions) and not to take certain specified actions without the prior written consent of AHA.

In addition, the parties agreed to take the following actions, among others, before the completion of the Business Combination:

•        GVAC and AHA shall use their commercially reasonable efforts to jointly prepare this Proxy Statement, including any required disclosure and financial statements which must be included under SEC rules, and to respond to inquiries and comments from the SEC related thereto;

•        GVAC would maintain immediately available funds contained in GVAC’s trust account (net of any redemption amounts) available for release to GVAC immediately following the closing of the Business Combination (but prior to the payment of any expenses of GVAC), equal to or exceeding $5,000,001; and

•        Prior to the Closing, AHA will have acquired certain intellectual property assets, and rights, including but not limited to copyrights, patents, pending patents, and continuation in part, (the “Clinigence Transferred Assets). of Clinigence Health, Inc, a wholly owned subsidiary of Clinigence Holdings Inc.;

•         AHA will have acquired all of the equity interests and capital stock of Health Promoters, LLC, Jupiter Medical Group, P.A., and Primary Care Associates, P.A., and completed the acquisition of any remaining equity interests in ACMG;.

•        Indebtedness incurred by AHA in connection with its acquisitions of the equity interests and capital stock of Health Promoters, LLC, Jupiter Medical Group, P.A., and Primary Care Associates, P.A, as well as liabilities incurred in connection with the acquisition of the intellectual property assets of Clinigence and the acquisition of remaining and equity interests in ACMG will be paid in full;

•        Prior to the Closing, the Board of Directors of GVAC will approve, subject to stockholder approval, of a new equity-based stock incentive plan and recommend such plan adoption by GVAC stockholders which plan will include: (a) a reserve of 2,200,000 shares of GVAC common stock (equal to approximately 10% of the total number of shares of GVAC common stock on a fully-diluted basis; and

•        to file with the Nasdaq Stock Market a listing qualifications application to obtain from the Nasdaq Stock Market continued listing of the GVAC shares of Common Stock and other listed securities, which listing application will reflect the change in management of GVAC, the change to its Board of Directors, the change of the operations to reflect the AHA businesses, the issuance of the shares of GVAC shares of Common Stock to the AHA securityholders and such other matters as are customary for a company whose securities are traded on the Nasdaq Capital Market.

Conditions to Closing

General Conditions

Pursuant to the terms of the Merger Agreement, the obligation of GVAC and AHA to consummate the Business Combination is conditioned on, among other things: (a) the absence of any order, stay, judgment or decree by any government agency restraining or prohibiting or imposing any condition on the closing of the Business Combination; (b) all necessary governmental approvals having been obtained; (c) the absence of any litigation brought by a governmental agency seeking to enjoin or otherwise restrict the consummation of the Business Combination; (d) GVAC’s listing application for the combined companies with the Nasdaq Capital Market in connection with the transactions contemplated by the Merger Agreement shall have been approved, immediately following the Closing and GVAC, on a combined basis, shall satisfy any applicable initial and continuing listing requirements of the Nasdaq Capital Market and GVAC shall not have received any notice of non-compliance therewith; (e) the GVAC common stock shall have been approved for continued listing on the Nasdaq Capital Market, subject to completion of the Business Combination; and (f) each of GVAC and AHA shall have obtained the approval of its respective stockholders.

The AHA shareholders, acting upon a majority vote of its stockholders entitled to vote, approved the Business Combination at a special meeting held on August 24, 2020.

AHA shall have obtained financing (whether debt or equity or a combination thereof) in an amount necessary to satisfy amounts to pay the indebtedness incurred by AHA in connection with the acquisitions of the capital and equity interests of Health Promoters, LLC, Jupiter Medical Group, P.A., and Primary Care Associates, P.A, as well as liabilities incurred in connection with the acquisition of the intellectual property assets of Clinigence and to pay off in full its obligations to the former owners of ACMG. See “AHA — Financing Conditions to Business Combination” at page 94 below.

AHA’s Conditions to Closing

The obligations of AHA to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon, among other things, each of the following:

•        GVAC complying in all material respects with all of its obligations required to be performed pursuant to the covenants in the Merger Agreement.

•        GVAC shares of common stock, after giving effect to the Business Combination, continue to remain accepted for listing and trading upon the Nasdaq Stock Market.

Lock-up Agreements

Under the terms of the Merger Agreement, it was agreed upon by the parties that until the first anniversary of the Closing of the Business Combination (the “Lockup Period End Date”), AHA securityholders holding in excess of 65,000 AHA shares (or securities convertible into 65,000 shares), directly or indirectly, will not: (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of the GVAC’s common stock, or any other securities of the GVAC convertible into or exercisable or exchangeable for any shares of such GVAC’s common stock which are owned as of the Closing Date (collectively, the “Lockup Shares”); (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Lockup Shares, whether any such transaction is to be settled by delivery of the Lockup Shares or other securities, in cash or otherwise; or(iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lockup Shares or any other securities of GVAC, other than pursuant to the separate registration rights agreement between GVAC and the former AHA securityholders.

Registration Rights Agreement

Under the terms of the Merger Agreement, it was agreed upon by the parties that the former AHA securityholders would be entitled to certain registration rights with respect to the GVAC shares of common stock received by them in the business combination. Under the terms of the agreement, commencing 12 months after completion of the Business Combination, the former AHA securityholders may make up to three (3) demand and (3) piggyback registration requests to have GVAC file a registration statement on their behalf or include in a registration statement filed by GVAC, with the Securities and Exchange Commission to provide for the resale under the Securities Act of 1933, as amended the shares received in the Merger by them. The filing of the registration statements and the payment of filing fees and related costs such as legal and accounting costs will be borne by GVAC.

Indemnification

From and after the Closing, holders of shares of AHA capital stock (collectively, the “Escrow Participants”) have agreed to indemnify and hold harmless GVAC against and in respect of specified actual and direct out-of-pocket losses incurred or sustained by GVAC as a result of: (a) any breach or inaccuracy of any of the representations, warranties set forth in the Merger Agreement (as modified by the schedules of the Merger Agreement) or in a specified certificate delivered by AHA to GVAC at closing, in each case as of the Closing Date, and (b) any breach or nonfulfillment of any covenants of AHA contained in the Merger Agreement to be performed prior to the Closing Date. The survival period for such indemnification is 18 months.

Five (5%) percent of the GVAC Shares issuable to (or reserved for issuance for) the Escrow Participants at the Closing (250,000 shares) shall be deposited into a third-party escrow account (the “Escrow Shares”) to serve as GVAC’s sole and exclusive security for the Escrow Participant’s obligation to indemnify GVAC under the Merger Agreement.

Notwithstanding anything in the Merger Agreement to the contrary:

•        GVAC’s sole and exclusive remedy for all indemnifiable losses under the Merger Agreement shall be the recovery of a number of GVAC Shares from the Escrow Shares having a value equal to the losses that have been finally determined to be owing to GVAC in accordance with the Merger Agreement (at an assumed value equal to the greater of: (i) $10.00 per share; or (ii) the total amount payable to the stockholders of GVAC holding units or common stock of GVAC who shall have validly redeemed such units or common stock upon acceptance by GVAC of such units or common stock (the “Escrow Share Value”)), in each case, subject to the Indemnifiable Loss Limit (as defined below).

•        The maximum liability of the Escrow Participants under the Merger Agreement or otherwise in connection with the transactions contemplated by the Merger Agreement shall in no event exceed an amount equal to: (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”).

•        GVAC shall not be entitled to indemnification pursuant to Section 10 of the Merger Agreement unless and until the aggregate amount of losses to GVAC equals at least $200,000 (the “Basket”), at which time, subject to the other limitations set forth in the Merger Agreement, GVAC shall be entitled to indemnification for any losses above the Basket, less $200,000.

•        The Escrow Participants shall have no liability or obligation to indemnify GVAC under the Merger Agreement with respect to the breach or inaccuracy of any representation, warranty, covenant or agreement based on any matter, fact or circumstance known to GVAC or any of its representatives or disclosed in the information set out in any schedule to the Merger Agreement.

•        Nothing in the Merger Agreement (i) limits the parties’ rights to seek injunctive relief or other equitable remedies, (ii) would prevent GVAC from bringing an action for fraud (with scienter) against the Person who committed such fraud (with scienter) or (iv) limit the right of any person or entity to pursue remedies under any other agreement entered into in connection with the transactions contemplated by the Merger Agreement against the parties thereto.

The indemnification to which GVAC is entitled from the Escrow Participants pursuant to Section 10 of the Merger Agreement for losses shall be effective so long as it is asserted prior to the expiration of the 18 month anniversary of the Closing date (the “Survival Period”); provided, that in the event that any indemnification notice shall have been given by GVAC in accordance with the provisions of the Merger Agreement (each, an “Indemnification Notice”) prior to the expiration of the Survival Period and such claim has not been finally resolved by the expiration of the Survival Period, the representations, warranties, covenants, agreements or obligations that are the subject of such Indemnification Notice shall survive solely for purposes of resolving such claim until such matters are finally resolved.

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing by:

•        the mutual written agreement of AHA and GVAC;

•        GVAC or AHA, in the event a governmental authority shall have issued an order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which order is final and non-appealable.

•        GVAC, if the closing has not occurred on or prior to November 21, 2020 unless mutually extended by the parties through the payment into the trust fund to extend the timeframe to complete the Business Combination (the “Outside Closing Date”); or

•        AHA, if the closing has not occurred on or prior to the Outside Closing Date; provided, further, that AHA is not in material breach of any of its obligations under the Merger Agreement.

•        GVAC, if: (i) AHA shall have breached any representation, warranty, agreement or covenant contained in the Merger Agreement to be performed on or prior to the Closing Date, which has rendered the satisfaction of any of the conditions set forth in Section 9.2 of the Merger Agreement impossible; and (ii) such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by AHA of a written notice from GVAC describing in reasonable detail the nature of such breach.

•        AHA, if: (i) GVAC shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered the satisfaction of any of the conditions set forth in Section 9.3 of the Merger Agreement impossible; and (ii) such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by GVAC of a written notice from AHA describing in reasonable detail the nature of such breach.

Under the terms of the Merger Agreement, GVAC will be entitled to a Breakup Fee in an amount equal to $3,750,000 in the event that closing does not occur on or prior to November 21, 2020 (unless extended) or if GVAC terminates the agreement as a result of a material adverse effect (as defined in the Merger Agreement) upon the business or financial condition of AHA, if AHA modified or amends any disclosures in the disclosure schedules or financial projections provided to GVAC which are deemed to include a material adverse change, or a breach of the Merger Agreement by AHA which cannot be cured by AHA within 30 days of receipt of notice..

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Annex A hereto, and which is incorporated by reference in this report. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Except as described above, no consideration was paid by GVAC in connection with the agreements described above.

THE EQUITY PLAN ADOPTION PROPOSAL

The Board of Directors is asking stockholders to approve the proposed GreenVision Acquisition Corp. 2020 Omnibus Incentive Plan (“Omnibus Plan”). The following summary of the Omnibus Plan is qualified in its entirety by the complete text of the Omnibus Plan contained in Annex D.

Explanation

On ________________, 2020, the Board of Directors approved the Omnibus Plan for submission to the stockholders at the special meeting, to be effective upon consummation of the Business Combination, provided that it is approved by GVAC stockholders at the special meeting. The Board of Directors is seeking to reserve 2,200,000 GVAC Shares (approximately ten percent (10%) of the anticipated shares of GVAC common stock issued and outstanding immediately after closing of the Business Combination on a fully-diluted basis) for issuance pursuant to the Omnibus Plan. Equity compensation is an important component of our future executive, employee and director compensation programs. We believe it aligns employee and director compensation with stockholder interests and motivates participants to achieve long-range goals. Stockholder approval of the Omnibus Plan would permit GVAC Shares to be awarded as employee incentive compensation, allowing the Board of Directors to attract and retain key employees, provide them competitive compensation, adapt to evolving compensation practices and account for GVAC’s growth. Upon stockholder approval, awards to participants will be made pursuant to the Omnibus Plan. We are seeking stockholder approval to make GVAC Shares available for future grants under the Omnibus Plan as described below.

Purpose of the Omnibus Plan

As described more generally above, the purpose of the Omnibus Plan is to:

•        attract and retain persons eligible to participate in the Omnibus Plan;

•        motivate eligible individuals to whom awards under the Omnibus Plan will be granted, who we refer to as the “Participants,” by means of appropriate incentives, to achieve long-range goals;

•        provide incentive compensation opportunities that are competitive with those of other similar companies; and

•        further align Participants’ interests with those of our other stockholders through compensation that is based on GVAC Shares.

The Omnibus Plan promotes the long-term financial interest of our company and its subsidiaries, including the growth in value of our company’s equity and enhancement of long-term stockholder return.

We use equity-based compensation granted under our long-term incentive plans as a key element of our executives’ compensation packages, and each year we disclose the prior year grants to and other compensation of our named executive officers in our proxy statement. We believe the Omnibus Plan assists with linking executives’ overall compensation opportunities to the enhancement of long-term stockholder return.

The Omnibus Plan provides for the grant of non-qualified and incentive stock options, full value awards, and cash incentive awards. The flexibility inherent in the plan permits the Board of Directors to change the type, terms and conditions of awards as circumstances may change. We believe that this flexibility and the resulting ability to more affirmatively adjust the nature and amounts of executive compensation are particularly important for our industry and to a global company such as ours, given the volatility of the public markets and reactions to economic and world events. Equity compensation, which aligns the interests of executives and our stockholders, is an important tool for the Board of Directors.

General Terms of the Omnibus Plan

The Omnibus Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”), unless otherwise provided by the Board of Directors. The Committee selects the Participants, the time or times of receipt of awards, the types of awards to be granted and the applicable terms, conditions, performance targets, restrictions and other provisions of such awards, to cancel or suspend awards, and to accelerate the exercisability or vesting of any award under circumstances designated by it. The Committee may delegate all or any portion of its responsibilities or powers under the Omnibus Plan to persons selected by it. If the Committee does not exist or for any other reason determined by the Board of Directors, and to the extent not prohibited by applicable law or the applicable rules of any stock exchange, the Board of Directors may take any action under the Omnibus Plan that would otherwise be the responsibility of the Committee.

If an award of common stock is settled in cash, the total number of shares with respect to which such payment is made shall not be considered to have been delivered. However, (i) if shares covered by an award are used to satisfy the applicable tax withholding obligation, the number of shares held back by GVAC to satisfy such withholding obligation shall be considered to have been delivered; (ii) if the exercise price of any option granted under the Omnibus Plan is satisfied by tendering GVAC Shares to us (including GVAC Shares that would otherwise be distributable upon the exercise of the option), the number of GVAC Shares tendered to satisfy such exercise price shall be considered to have been delivered; and (iii) if we repurchase GVAC Shares with proceeds received from the exercise of an option issued under the Omnibus Plan, the total number of shares repurchased shall be deemed delivered.

Notwithstanding the minimum vesting limitations described below with respect to options and full value awards, the Committee may grant options and full value awards that are not subject to such minimum vesting provisions. The total aggregate number of GVAC Shares subject to options and full value awards granted pursuant to the Omnibus Plan that are not subject to such minimum vesting limitations may not exceed five percent of the limit of the total number of GVAC Shares that may be delivered under the Omnibus Plan.

The GVAC Shares with respect to which awards may be made under the Omnibus Plan shall be:

•        shares currently authorized but unissued;

•        to the extent permitted by applicable law, currently held or acquired by GVAC as treasury shares, including shares purchased in the open market or in private transactions; or

•        shares purchased in the open market by a direct or indirect wholly-owned subsidiary of GVAC, and we may contribute to the subsidiary an amount sufficient to accomplish the purchase of the shares to be so acquired.

At the discretion of the Committee, an award under the Omnibus Plan may be settled in cash, GVAC Shares, the granting of replacement awards, or a combination thereof; provided, however, that if a cash incentive award is settled in GVAC Shares, it must satisfy the minimum vesting requirements related to full value awards.

The Committee may use GVAC Shares available under the Omnibus Plan as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of our company or a subsidiary, including the plans and arrangements of our company or a subsidiary assumed in business combinations.

In the event of a corporate transaction involving GVAC (including, without limitation, any share dividend, share split, extraordinary cash dividend, recapitalization, reorganization, merger, amalgamation, consolidation, share exchange, split-up, spin-off, sale of assets or subsidiaries, combination or exchange of shares), the Committee shall adjust outstanding awards to preserve the benefits or potential benefits of the awards. Action by the Committee may include:

•        adjustment of the number and kind of shares which may be delivered under the Omnibus Plan;

•        adjustment of the number and kind of shares subject to outstanding awards;

•        adjustment of the exercise price of outstanding options; and

•        any other adjustments that the Committee determines to be equitable, which may include, without limitation:

•        replacement of awards with other awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction; and

•        cancellation of the award in return for cash payment of the current value of the award, determined as though the award is fully vested at the time of payment, provided that in the case of an option, the amount of such payment will be the excess of value of the GVAC Shares subject to the option at the time of the transaction over the exercise price.

Except as otherwise provided by the Committee, awards under the Omnibus Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

Eligibility

All employees and directors of, and consultants and other persons providing services to, GVAC or any of its subsidiaries (or any parent or other related company, as determined by the Committee) are eligible to become Participants in the Omnibus Plan, except that non-employees may not be granted incentive stock options.

Options

The Committee may grant an incentive stock option or non-qualified stock option to purchase GVAC Shares at an exercise price determined by the Committee. Each option shall be designated as an incentive stock option, a tax-qualified option or non-qualified stock option when granted. An incentive stock option is a stock option intended to satisfy additional requirements required by federal tax rules in the United States as specified in the Omnibus Plan (and any incentive stock option granted that does not satisfy such requirements shall be treated as a non-qualified stock option).

Except as described below, the exercise price for an option shall not be less than the fair market value of a GVAC Share at the time the option is granted; provided, that the exercise price of an incentive stock option granted to any employee who owns more than 10 percent of the voting power of all classes of stock in our company or a subsidiary shall not be less than 110 percent of the fair market value of a GVAC Share at the time of grant. The exercise price of an option may not be decreased after the date of grant nor may an option be surrendered to GVAC as consideration for the grant of a replacement option with a lower exercise price, except as approved by our stockholders or as adjusted for corporate transactions described above.

No option shall be surrendered to GVAC in consideration for a cash payment or grant of any other award if at the time of such surrender the exercise price of such option is greater than the then current fair market value of a share of Common Stock, except as approved by our stockholders. In addition, the Committee may grant options with an exercise price less than the fair market value of the GVAC Shares at the time of grant in replacement for awards under other plans assumed in connection with business combinations if the Committee determines that doing so is appropriate to preserve the benefit of the awards being replaced. No dividend equivalents may be granted under the Omnibus Plan with respect to any option.

The option shall be exercisable in accordance with the terms established by the Committee, but in no event shall an option become exercisable or vested prior to the earlier of (i) the first anniversary of the date of grant or (ii) the date on which the Participant’s termination occurs by reason of death or disability. In the event of the Participant’s termination occurs for any reason other than death, disability, retirement, or involuntary termination without cause, any unvested options will be forfeited. In the event the Participant’s termination occurs due to death, disability, retirement or involuntary termination without cause, any unvested options shall be exercisable only as determined by the Committee in its sole discretion.

The full purchase price of each GVAC Share purchased upon the exercise of any option shall be paid at the time of exercise of an option. Except as otherwise determined by the Committee, the purchase price of an option shall be payable in cash, by promissory note, or by GVAC Shares (valued at fair market value as of the day of

exercise), including shares of stock otherwise distributable on the exercise of the option, or a combination thereof. If the shares remain publicly traded, the Committee may permit a Participant to pay the exercise price by irrevocably authorizing a third party to sell GVAC Shares (or a sufficient portion of the GVAC Shares) acquired upon exercise of the option and remit to GVAC a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on GVAC Shares acquired pursuant to the exercise of an option as the Committee determines to be desirable. In no event will an option expire more than ten years after the grant date; provided, that an incentive stock option granted to any employee who owns more than 10 percent of the voting power of all classes of stock in GVAC or a subsidiary shall not be more than 5 years.

The option will expire on the earliest to occur of (i) the last day of the term of the option as described in the award agreement; (ii) if the Participant’s termination occurs by reason of death, disability, retirement or an involuntary termination without cause, the one-year anniversary of such termination date; or (iii) if the Participant’s termination occurs for any reason other than those listed in clause (ii), the Participant’s termination date.

Full Value Awards

The following types of “full value awards” may be granted, as determined by the Committee:

•        the Committee may grant awards in return for previously performed services or in return for the Participant surrendering other compensation that may be due;

•        the Committee may grant awards that are contingent on the achievement of performance or other objectives during a specified period; and

•        the Committee may grant awards subject to a risk of forfeiture or other restrictions that lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives.

Any such awards shall be subject to such conditions, restrictions and contingencies as the Committee determines. If the right to become vested in a full value award is conditioned on the completion of a specified period of service with GVAC or its subsidiaries, without achievement of performance targets or other performance objectives being required as a condition of vesting, and without it being granted in lieu of other compensation, then the required period of service shall not end prior to the first anniversary of the date of grant. If the right to become vested in a full value award is conditioned on the achievement of performance targets or performance objectives, and without it being granted in lieu of other compensation, then the required performance period shall not end prior to the first anniversary of the date of grant. In the event the Participant’s termination occurs due to death, disability or involuntary termination without cause, any unvested full value awards shall become vested only as determined by the Committee in its sole discretion.

Dividends or dividend equivalents settled in cash or GVAC Shares may be granted to a Participant in relation to a full value award with payments made either currently or credited to an account. No dividend or dividend equivalents granted in relation to a full value award that is subject to vesting shall be settled prior to the date such full value award (or applicable portion thereof) becomes vested and is settled.

Change in Control

A Change in Control shall have such effect on an award as is provided in the applicable award agreement, or, to the extent not prohibited by the Omnibus Plan or the applicable award agreement, as provided by the Committee. In the event of a Change in Control, the Committee may cancel any outstanding awards in return for cash payment of the current value of the award, determined with the award fully vested at the time of payment, provided that in the case of an option, the amount of such payment will be the excess of value of the GVAC Shares subject to the option at the time of the transaction over the exercise price (and the option will be cancelled with no payment if the value of the shares at the time of the transaction are equal to or less than the exercise price).

For the purposes of the Omnibus Plan, a “change in control” is generally deemed to occur when:

•        any person becomes the beneficial owner of 50 percent or more of GVAC’s voting stock;

•        the consummation of a reorganization, merger, consolidation, acquisition, share exchange or other corporate transaction involving our company where, immediately after the transaction, the GVAC stockholders immediately prior to the combination hold, directly or indirectly, 50 percent or less of the voting stock of the combined company;

•        the consummation of any plan of liquidation or dissolution providing for the distribution of all or substantially all of the assets of GVAC and its subsidiaries or the consummation of a sale of substantially all of the assets of GVAC and its subsidiaries; or

•        at any time during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors, who we refer to as Incumbent Directors, cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by GVAC’s stockholders, of each new director was approved by a vote of at least two-thirds of the Incumbent Directors.

Amendment and Termination

The Board of Directors may amend or terminate the Omnibus Plan at any time, and the Board of Directors or the Committee may amend any award granted under the Omnibus Plan, but no amendment or termination may adversely affect the rights of any Participant without the Participant’s written consent. The Board of Directors may not amend the provision of the Omnibus Plan related to re-pricing without approval of stockholders or make any material amendments to the Omnibus Plan without stockholder approval. The Omnibus Plan will remain in effect as long as any awards under the Omnibus Plan remain outstanding, but no new awards may be granted after the tenth anniversary of the date on which the stockholders approve the Omnibus Plan.

United States Income Tax Considerations

The following is a brief description of the U.S. federal income tax treatment that will generally apply to awards under the Omnibus Plan based on current U.S. income taxation with respect to Participants who are subject to U.S. income tax. Participants subject to taxation in other countries should consult their tax.

Non-Qualified Options.    The grant of a non-qualified option will not result in taxable income to the Participant. Except as described below, the Participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the GVAC Shares acquired over the exercise price for those shares. Gains or losses realized by the Participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such GVAC Shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options.    The grant of an incentive stock option will not result in taxable income to the Participant. The exercise of an incentive stock option will not result in taxable income to the Participant provided that the Participant was, without a break in service, an employee of GVAC or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the Participant is “disabled,” as that term is defined in the Internal Revenue Code).

The excess of the fair market value of the GVAC Shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the Participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the Participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the Participant will have a basis in those shares equal to the fair market value of the GVAC Shares at the time of exercise.

If the Participant does not sell or otherwise dispose of the GVAC Shares within two years from the date of the grant of the incentive stock option or within one year after the transfer of such GVAC Shares to the Participant, then, upon disposition of such GVAC Shares, any amount realized in excess of the exercise price will be taxed to the Participant as capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise price.

If the above holding period requirements are not met, the Participant will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the GVAC Shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the Participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

Full Value Awards.    A Participant who has been granted a full value award will not realize taxable income at the time of grant, provided that the GVAC Shares subject to the award are not delivered at the time of grant, or if the GVAC Shares are delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of delivery or vesting of GVAC Shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares. Gains or losses realized by the Participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, will also be compensation income to the Participant.

Withholding of Taxes.    GVAC may withhold amounts from Participants to satisfy withholding tax requirements. Except as otherwise provided by the Committee, Participants may satisfy withholding requirements through cash payment, by having GVAC Shares withheld from awards or by tendering previously owned GVAC Shares to GVAC to satisfy tax withholding requirements. The GVAC Shares withheld from awards may be used to satisfy not more than the maximum individual tax rate for the Participant in the applicable jurisdiction for such Participant (based on the applicable rates of the relevant tax authorities, including the Participant’s share of payroll or similar taxes, as provided in tax law, regulations, or the authority’s administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be applicable to the specific Participant).

Change In Control.    Any acceleration of the vesting or payment of awards under the Omnibus Plan in the event of a change in control in GVAC may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Internal Revenue Code, which may subject the Participant to a 20 percent excise tax and preclude deduction by a subsidiary.

ERISA.    The Omnibus Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended and is not intended to be qualified under Section 401 of the Internal Revenue Code.

Tax Advice

The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. income tax aspects of the Omnibus Plan. A Participant may also be subject to state and local taxes in connection with the grant of awards under the Omnibus Plan. In addition, a number of Participants reside outside the U.S. and are subject to taxation in other countries. The actual tax implications for any Participant will depend on the legislation in the relevant tax jurisdiction for that Participant and their personal circumstances.

What Happens If Stockholders Do Not Approve This Proposal?

In the event this proposal is not approved by stockholders, GVAC will not have the ability to grant equity compensation as a component of our executive, employee and director compensation programs.

Required Vote

Approval of the Equity Plan Adoption Proposal requires the affirmative vote of the holders of a majority of GVAC Shares represented in person or by proxy at the special meeting of GVAC stockholders and entitled to vote thereon.

New Plan Benefits

Because benefits under the Omnibus Plan will depend on the Committee’s actions and the fair market value of GVAC Shares on future dates, it is not possible to determine the benefits that will be received by directors, executive officers and other employees if the Omnibus Plan is approved by GVAC stockholders.

Board of Directors’ Recommendation

Our Board of Directors unanimously recommends that our stockholders vote “FOR” adoption of the Equity Plan Adoption Proposal.

THE NASDAQ 20% SHARE ISSUANCE PROPOSAL

Background and Overview

We are seeking stockholder approval of the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Prior to the Business Combination, we have 7,187,500 shares of common stock outstanding.

Pursuant to the Merger Agreement, we anticipate that we will issue to AHA securityholders as Closing Merger Consideration upon closing of the Business Combination an aggregate of 5,000,000 shares of our common stock. See “The Business Combination Proposal — The Merger Agreement.” Because the number of shares of our common stock we anticipate issuing in the Business Combination (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of GVAC, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, we anticipate issuing (i) up to an aggregate of approximately 5,000,000 shares of our common stock to the former AHA securityholders as total merger consideration pursuant to the Merger Agreement. The issuance of such shares would result in significant dilution to our stockholders, and would afford our stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of GVAC.

Vote Required for Approval

The approval of the Nasdaq Proposal requires the affirmative vote of a majority of the votes cast in person or by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. The Backstop Commitment investors have agreed to vote their shares of common stock in favor of the Nasdaq Proposal. Broker non-votes and abstentions will have no effect with respect to the approval of this proposal.

This proposal is conditioned on the approval of the Business Combination Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

THE BUSINESS COMBINATION ADJOURNMENT PROPOSAL

Purpose of the Business Combination Adjournment Proposal

In the event there are not sufficient votes for, or otherwise in connection with, the adoption of the Merger Agreement and the transactions contemplated thereby, the GVAC Board of Directors may adjourn the special meeting to a later date, or dates, if necessary, to permit further solicitation of proxies. In no event will GVAC seek adjournment which would result in soliciting of proxies, having a stockholder vote, or otherwise consummating a business combination after the date that is 12 months from the closing of the Initial Public Offering, or November 21, 2020 without complying with the terms of our Amended and Restated Certificate of Incorporation. Under the terms of our Amended and Restated Certificate of Incorporation, if the Company anticipates that it may not be able to consummate a Business Combination by November 21, 2020, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination) (the “Combination Period”), if the Sponsor or its affiliate or designees deposit into the Trust Account the sum of $575,000 or $0.10 per GVAC Share, up to an aggregate of $1,150,000 or $0.20 per Share, on or prior to the date of the applicable deadline, for each three month extension.

Required Vote

Approval of the Business Combination Adjournment Proposal requires the affirmative vote of the holders of a majority of the GVAC Shares as of the record date represented in person or by proxy at the special meeting of GVAC stockholders and entitled to vote thereon. Adoption of the Business Combination Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Board of Directors’ Recommendation

Our Board of Directors unanimously recommends that our stockholders vote “FOR” adoption of the Business Combination Adjournment Proposal.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF AHA

The following tables set forth selected historical financial information derived from AHA’s audited consolidated financial statements as of December 31, 2019 and 2018 and for the two years in the period ended December 31, 2019, which are included elsewhere in this proxy statement. Historical results are not necessarily indicative of the results to be expected for future periods.

The information is only a summary and should be read in conjunction with AHA’s consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AHA.” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of AHA.

Consolidated Results of Operations

Comparison of the Six Month Period Ended June 30, 2020, and the Six Month Period Ended June 30, 2019

The following table summarizes AHA’s consolidated results of operations for the six month period ended June 30, 2020 and, 2019, respectively:

Net Loss.

Our net loss for the six months ended June 30, 2020 was $(6,052,009), as compared to $(3,327,897) for the six months ended June 30, 2019

Revenue

Our revenue for the six months ended June 30, 2020 was $0, as compared to $40,588 for the six months ended June 30, 2019, a decrease of $40,588 or 100%. The decrease in revenue was primarily attributable to the recognition of 2019 shared savings revenue from CMS being deferred until the fourth quarter of 2020. This revenue is recorded in the period when such payments are known and/or received. The Company generally receives payment in or around the month of October after the fiscal year-end.

Cost of Services

Expenses related to cost of services for the six months ended June 30, 2020 were $30,000 as compared to $658,368 for the six months ended June 30, 2019, a decrease of $628,368 or 95%. The overall decrease was primarily due a deferment in provider bonus payments until the amount of shared savings is known, usually in October of the year following the fiscal year in which they were earned.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2020 were $2,421,400 as compared to $1,429,074 for the six months ended June 30, 2019, an increase of $992,326 or 69%. The overall increase is primarily due to increased professional and accounting fees related to merger and acquisition activity.

Depreciation and Amortization

Amortization expense for was $456,933 the six months ended June 30, 2020 and for the six months ended June 30, 2019. This amount is amortization of intangible assets.

Interest Expense

Interest expense for the six months ended June 30, 2020 was $67,198 as compared to $66 for the ended six months ended June 30, 2019, an increase of $67,132 or 1017%. The increase was primarily due to the interest on notes payable in 2020.

Other Income

Other income for the six months ended June 30, 2020 was $6,877 as compared to $7,043 for the six months ended June 30, 2019. Other income was primarily due to small payments from providers of services to our ACO.

Provision for (Benefit from) Income Tax

Income tax benefit was $727,320 and $97,959 for the six months ended June 30, 2020 and 2019, respectively. The increase in tax benefit was due to the reversal of a valuation allowance for certain deferred tax assets in the year ended December 31, 2019 and 2018, respectively

Net Income attributable to Non-Controlling Interest

Net income attributable to Non-Controlling Interest was $0 and $25,854 for the six months ended June 30, 2020 and 2019, respectively.

Dividends

Deemed dividends on Series A Preferred convertible stock was $3,236,325 and $470,250 for the six months ended June 30, 2020 and 2019, respectively. Cumulative preferred dividends were $574,350 and $484,650 for the six months ended June 30, 2020 and 2019, respectively

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2020 totalled $667,192 as compared to $1,784,102 at June 30,2019, a decrease of $1,116,910 or 62%.

We have historically financed our operations primarily through internally generated funds and capital raises. We generate cash primarily from Shared savings program. We generally invest cash in money market accounts, which are classified as cash and cash equivalents.

Cash used in operating activities for the six months ended June 30, 2020 was $2,443,133, as compared to $1,996,359 for the six months ended June 30, 2019. The cash used in operations during the six months ended June 30, 2020 comprised of non-cash operating items such as depreciation and amortization of $456,933, deferred income taxes of $727,320, and stock-based compensation of $32,000, offset by an increase in prepaid expenses of $129,100, an increase in other assets of $1,000 and an increase in accounts payable and accrued expenses of $166,688.

Cash used in investing activities for the six months ended June 30, 2020 was $0 as compared to $2,630 for the six months ended June 30, 2020, due primarily to the purchase of ACMG and fixed assets during the six months ended June 30, 2019.

Cash provided by financing activities during the six months ended June 30, 2020 was $1,326,223 as compared to $2,001,090 for six months ended June 30, 2019. This change was primarily due to $40,416 in repayments on notes payables to related parties, $349,850 in proceeds on notes payable, $845,000 in proceeds from the sale of Series D preferred stock, $260,382 in and $88,593 in dividends distributions for the six months ended June 30, 2020.

Impact of COVID-19 pandemic on the Company’s Business

The Company’s operations have been affected by the recent and ongoing outbreak of the coronavirus disease (“COVID-19”) which was declared a pandemic by the World Health Organization in March 2020. The impact includes the need for employees to work remotely, restrictions on travel affecting the Company’s ability to attend meetings, conferences, consultations and installations and otherwise provide and market its products and services, and disruptions to its customers’ operations which may affect its revenues. The Company benefited from the financing under the CARES Act. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible effects may include, but are not limited to, disruption to the Company’s customers and revenue, absenteeism in the Company’s labor workforce, unavailability of products and supplies used in operations, and a decline in value of assets held by the Company.

Going Concern and Management’s Plans

As of June 30, 2020, the Company had cash balance of $0.7 million and a working capital deficit of approximately $31.9 million. In addition, the Company has a stockholders’ deficit of approximately $10.1 million. For the six months ended June 30, 2020 and 2019, the Company incurred net losses of approximately $2.0 million $2.4 million, respectively. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company does not believe that its capital resources will be sufficient to fund planned operations. As a result, the Company will need additional funds to support its obligations for the next twelve months from the date the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern.

Funding Requirements

AHA’s capital needs for its acquisitions of the four subsidiaries and intellectual property assets of Clinigence as well as transactions costs of the Business Combination approximate $80,000,000. In order to satisfy these obligations AHA anticipates completing third party financing in the form of debt and equity. No definitive terms have been determined for such financing.

Contractual Obligations and Commitments

The following summarizes AHA’s contractual obligations as of June 30, 2020 and the effects that such obligations are expected to have on AHA’s liquidity and cash flows in future periods:

Notes Payable

Notes payable totalled $2,997,645 and $0 as of June 30, 2020 and December 31, 2019, respectively. As more fully described in Note 3, on May 27, 2020, the Company entered into an Intellectual Property Asset Purchase Agreement with Clinigence Holdings Inc.(“Clinigence”). As part of this purchase agreement, the Company assumed certain notes payable of Clinigence in the aggregate amount of approximately $2,345,375 which bear interest at 10% per annum, payable on a quarterly basis and mature on  October 31, 2020, and $97,500 which bear interest at

10% per annum, payable at maturity and mature on October 31, 2020. The Company also assumed a note payable of $539,770 which bears interest at 6% per annum, payable on a monthly basis and matures on September 15, 2020. The Company also assumed a note payable of $15,000 which bear interest at 8% per annum, payable on a quarterly basis and matures on May 26, 2021

Notes Payable — Stockholders and Related Parties

On October 24, 2019, the Company entered into a Promissory Note Agreement, among the Company and DBraganza RD LLC (“the Lender”), a related party. The Company issued a note with a principal amount of $700,000 (“the Note”) and a six-year warrant to purchase an aggregate 625,000 shares of the Company’s common stock at an exercise price of $2.00 per share, subject to adjustment (the “Warrant”), in exchange for $750,000 of cash proceeds. The Note bears interest at 12.9%, subject to an increase to 18% per annum for defaulted payments. The outstanding principal and any accrued but unpaid interest under the Note, shall is due and payable on the earlier of (a) 5 business days after the Company receives payment pursuant to the Medicare Shared Savings Program for the period ending December 31, 2020 or (b) April 1, 2021. The Company may prepay the Note in whole or in part at any time by paying the principal amount to be prepaid together with accrued interest. Irrespective of prepayment, a minimum of 260 days interest or $68,920 will be due to the Lender upon prepayment.

The proceeds received of $750,000 was allocated to the Note and Warrant on a relative fair value basis. As a result, upon issuance of the Note, the Company recognized a debt premium of $28,250, resulting from the proceeds allocation. The initial premium is classified with the Note and is being amortized as a reduction of interest expense over the term of the Note using the effective interest method.

During the six months ended June 30, 2020 and 2019, the Company recognized $3,139 and $0, respectively related to the amortization of debt premium on the Note, classified as a reduction of interest expense in the Company’s statement of operations. The balance on the notes payable — stockholders and related parties was $718,694 and $759,110 as of June 30, 2020 and December 31, 2019, respectively.

The Company has received certain advances from an officer/shareholder. These advances were not formalized in writing, are due on demand, do not bear interest and are uncollateralized. As of June 30, 2020, the outstanding balance was $12,249.

Convertible Promissory Notes

Convertible promissory notes totalled $349,850 and $0 as of June 30, 2020 and December 31, 2019, respectively. In June 2020, the Company entered into two Promissory Note Agreements among the Company and unrelated third parties. The Company issued notes with a principal amount of $349,850 (“the Convertible Note”) and a six-year warrant to purchase an aggregate of 87,463 shares of the Company’s common stock at an exercise price of $2.50 per share, subject to adjustment (the “Warrant”), in exchange for $349,850 of cash proceeds. The Note bears interest at 10.0%. The outstanding principal and any accrued but unpaid interest under the Note, shall is due and payable on July 31, 2022. The Company may prepay the Note in whole or in part at any time by paying the principal amount to be prepaid together with accrued interest. The Convertible Note is convertible into common stock at a conversion price of $2.00 per share prior to any merger and after the merger at a conversion price equal to the quotient of $2.00 divided by the exchange ratio that would be identified in the merger agreement.

The proceeds received of 349,850 was allocated to the Note and Warrant on a relative fair value basis. However, upon issuance of the Note, the Company determined that the value of the Warrant was not material and allocated the value of the cash proceeds to the Convertible Note.

The Company entered into additional Promissory Note Agreements (“the Convertible Notes”). The Company issued notes with a principal amount of $2,690,000 and a six-year warrant to purchase an aggregate of 672,469 shares of the Company’s common stock at an exercise price of $2.50 per share, subject to adjustment (the “Warrant”), in exchange for $2,690,000 of cash proceeds. The Notes bear interest at 10.0%. The outstanding principal and any accrued but unpaid interest under the Notes, shall is due and payable on July 31, 2022. The Company may prepay the Notes in whole or in part at any time by paying the principal amount to be prepaid together with accrued interest. The Convertible Notes are convertible into common stock at a conversion price of $2.00 per

share prior to any merger and after the merger at a conversion price equal to the quotient of $2.00 divided by the exchange ratio that would be identified in the merger agreement.

Paycheck Protection Loan

As part of the Coronavirus Aid, Relief, and Economic Security Act, (CARES Act) signed into law in March 27, 2020, the AHA received a Paycheck Protection Program (PPP) loan for $172,000 on May 13, 2020 and ACMG received a PPP loan for $97,382 on May 7, 2020.  The Company is utilizing the loan proceeds according to the CARES Act stated requirements and expects to apply for and receive forgiveness for substantially all of the loan proceeds per the CARES Act.  The loans are recorded as a current liability in the Company’s balance sheet as of June 30, 2020. The loan bears interest at 1% on any amounts not forgiven.  The AHA loan matures on May 13, 2020 and the payments are due to begin on August 28, 2021 only if the loan is not fully forgiven.  The ACMG loan matures on May 7, 2020 and payments are due to begin on August 22, 2021 only if the loan is not fully forgiven. The Company expects both loans to be substantially forgiven.

Operating Lease

The Company has elected to early adopt the provision of ASU 2016-02, “Leases” as of January 1, 2019. The Company currently leases two office spaces, including one from a related party for approximately $750 per month, on a month to month basis at an aggregate base rent of $6,599. As such, the adoption of this standard does not have any effect on the Company. Rent expense was $42,201 and $42,694 for the six months ended June 30, 2020 and 2098, respectively.

Temporary Equity

Series A

Series A Preferred Stock — As of June 30, 2020 and December 31, 2019, the Company was authorized to issue up to 50,000,000 shares of Preferred Stock. The Company had 2,662,500 shares of $0.001 par value, Series A Convertible Cumulative Preferred Stock (the “Series A Preferred Stock”) issued and outstanding at June 30, 2020 and December 31, 2019, respectively. Series A Preferred Stock has a stated value of $4.00 per share and is recorded at its redemption value of Series A Preferred Stock was $10,650,000 as of December 31, 2019.

On April 7, 2020 the holder exercised it’s put on all of the outstanding Series A Preferred Stock pursuant to the terms of the holder’s put under the terms and conditions in the Second Amended and Restated Certificate of Designation and the Eighth Addendum to the Stock Purchase Agreement which also increased the put value to $15,000,000. As such, the Company is required to repay this amount in cash by June 30, 2020. Should the Company not settle the put in cash, the Company would forfeit 71% of its ownership in ACMG, or the non-cash portion of the purchase price. This payment deadline was subsequently extended through November 15, 2020 through the Extension Agreement to the Eighth Addendum to the Stock Purchase Agreement. The additional value paid was for the right to additional distributions for the Company’s investment in ACMG and was recorded in March 2020 when the Series A Preferred Stock was reclassified to a current liability in the Company’s balance sheet.

The Series A preferred stock is redeemable by the holders as follows:

(a)     At any time after March 15, 2019, in the event the Company receives investment capital the holder of 1,593,750 shares of Series A preferred stock, shall have the option to put some or all of their Series A preferred stock to the Company at $4.00 per share up to an amount representing 50% of the invested funds. The Company had met this criteria as of December 31, 2019.

(b)    At any time after March 15, 2020, the holder of 1,068,750 shares of Series A preferred stock shall have the option to put some or all of their remaining shares to the Company at $4.00 per share plus accrued but unpaid dividends.

(c)     Beginning on or after March 31, 2020, the holder of all the remaining Series A Preferred Stock then outstanding shall have the option to put some or all of their Series A Preferred Stock to the Company at $4.00 per share plus accrued but unpaid dividends.

In the case of the puts pursuant to section (b) and (c) the Company will pay the amount of Series A Preferred Stock that has been put by holders, plus any accrued but unpaid preferred dividends, on or prior to June 30, 2020.

As a result of the holders’ redemption rights, the Series A Preferred Stock is classified as temporary equity. The Company has elected to recognize changes in the redemption value of the Series A Preferred Stock immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company’s Redemption:    The Series A preferred stock is redeemable in whole or in part, at the option of the Company for cash in an amount equal to original issue price ($4.00 per share). The Holder has the option to convert rather than accept redemption.

Ranking:    The Series A ranks pari passu with the Series B convertible preferred stock of the Company and ranks junior to the Company’s Series C convertible preferred stock and indebtedness of the Company. The holders of Series A preferred stock have no voting rights except as required by law.

Dividends:    The Company shall pay preferred dividends to the holders Series A preferred stock on the aggregate unconverted and then outstanding principal amount at the rate of 6.0% per annum, in cash, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after issuance. Preferred dividends shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the principal sum, together with all accrued and unpaid dividends, and other amounts which may become due hereunder, has been made. Dividends shall cease to accrue with respect to any principal amount converted. No dividend may be paid on the common stock until all cumulated preferred dividends have been paid. The Company accrued $319,500 and $267,488 in dividends for the six months ended June 30, 2020 and 2019, respectively. No dividend payments have been made during the six months ended June 30, 2020 and 2019.

Conversion:    In the event that the Company completes an initial public offering of its common stock (“IPO”), then the remaining unconverted shares of Series A Preferred Stock shall immediately become convertible at the a price equal to the greater of 80% of the IPO share price at the date of offering or $4 per share. At any time prior to the IPO date, the Series A preferred stock is convertible, in whole or in part, into the Company’s common stock at the option of the holder at $4.00 per share, subject to adjustment for stock dividends, reclassifications, recapitalizations and combinations.

Series A Preferred Stock Issuances:    During 2018, the Company issued 1,593,750 shares of Series A preferred shares valued at $5,115,938 with a March 31, 2020 redemption value of $6,375,000, issued as an investment in ACMG. During the six months ended June 30, 2019, the Company issued 1,068,750 shares of Series A preferred shares valued at $3,804,750 with a June 30, 2020 redemption value of $4,275,000 as a further investment in ACMG. The Company has elected to carry the Series A preferred shares at redemption value and accordingly recorded accretion of $470,250 during the six months ended June 30, 2019.

Series C

Series C Preferred Stock — As of June 30, 2020 and December 31, 2019, the Company was authorized to issue up to 100,000 shares of Series C Convertible Cumulative Preferred Stock (the “Series C Preferred Stock”). The Company had 54,950 shares of $0.001 par value, Series C Preferred Stock issued and outstanding at June 30, 2020 and December 31, 2019, respectively. Series C Preferred Stock has a stated liquidation value of $100.00 per share. As of June 30, 2020 and December 31, 2019, the aggregate liquidation value of Series C Preferred Stock was approximately $5,495,000 and $5,495,000, respectively. The Series C is contingently redeemable at any time upon a deemed liquidation event, which is not solely within the Company’s control.  As a result, the Series C Preferred Stock is classified as temporary equity. Any discount to liquidation preference of the Series C Preferred Stock is not being accreted as a deemed dividend, as it is not currently probable that the Series C Preferred Stock will become redeemable.

Company’s Redemption:    The Series C preferred stock is redeemable in whole or in part, at the option of the Company for cash. The redemption amount of the Series C preferred stock is equal to original issue price ($2.00 per share) plus a 30% internal rate of return calculated at the Company’s redemption notice date.

Ranking:    The Series C Preferred Stock is senior in right of payment to all of the Company’s other Preferred Stock and common stock.

Dividends:    The Company shall pay to the extent provided by law preferred dividends to the holder(s) of Series C preferred stock on the aggregate unconverted and then outstanding principal amount of the Series C preferred stock at the rate of 6.0% per annum, in cash, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date. Preferred dividends shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the principal sum, together with all accrued and unpaid dividends, and other amounts which may become due hereunder, has been made. Dividends shall cease to accrue with respect to any principal amount converted.

Conversion:    At any time after issuance, the Series C preferred stock shall be convertible, in whole or in part, into fifty shares of the Company’s common stock at the option of the Holder. The number of shares of common stock issuable upon a conversion shall be determined by (i) multiplying the number of shares of preferred stock to be converted by the Liquidation Value of $2.00 per share for Series C preferred stock, (ii) adding to the result all accrued and accumulated and unpaid dividends on such preferred stock to be converted, and then (iii) dividing the result by the conversion price in effect immediately prior to such conversion. The conversion price of the Series C preferred stock is $2.00 per share, subject to adjustment for stock dividends, reclassifications, recapitalizations and combinations, including adjustment if the Company sells shares of common stock at a price that is lower than the conversion price of the Series C preferred stock or sells other shares of preferred stock of any series with a conversion price lower than the conversion price of the Series C preferred stock, in either case, at the time of purchase, then the Company will adjust the conversion price of the Series C preferred stock according to the Broad Based Weighted Average Formula for Anti-Dilution.

Series C Preferred Stock Issuances:    During 2019, the Company issued 21,250 shares of Series C preferred shares for proceeds of $2,125,000. During 2018, the Company issued 33,700 shares of Series C preferred shares for proceeds of $3,370,000, issued to an investor, the proceeds of which were used as follows:

•        $2,350,000 as additional investment in ACMG,

•        $920,000 went to working capital, and

•        $100,000 went as a loan to ACMG.

Series D

Series D Preferred Stock — As of June 30, 2020 and December 31, 2019, the Company was authorized to issue up to 625,000 shares of Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”). The Company had 211,250 and zero shares of $0.001 par value, Series D Preferred Stock issued and outstanding at June 30, 2020 and December 31, 2019, respectively. Series D Preferred Stock has a stated liquidation value of $4.00 per share. As of June 30, 2020 and December 31, 2019, the aggregate liquidation value of Series D Preferred Stock was approximately $845,000 and $0, respectively. The Series D Preferred Stock is contingently convertible to a debenture of the Company with a one year maturity should the Company not complete an initial public offering by December 31, 2020, which is not solely within the Company’s control. As a result, the Series D Preferred Stock is classified as temporary equity.

Company’s Redemption:    The Series D preferred stock is redeemable in whole or in part, at the option of the Company for cash. The redemption amount of the Series D preferred stock is equal to original issue price ($4.00 per share). Should the Company exercise its redemption right, the holder has the option to convert its shares to common stock rather than accept redemption. In the event that the Company completes an initial public offering no later than December 31, 2020, then the Company may deliver a notice to the holders for a mandatory conversion by all holders of Series D preferred stock at a conversion price equal to 80% of the then existing conversion price.

Ranking:    The Series D Preferred Stock is subordinate to the Series A and Series B Preferred Stock.

Dividends:    The Company shall pay to the extent provided by law preferred dividends to the holder(s) of Series D preferred stock on the aggregate unconverted and then outstanding principal amount of the Series D preferred stock at the rate of 10.0% per annum, in cash, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date. Preferred dividends shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the principal sum, together with all accrued and unpaid dividends, and other amounts which may become due hereunder, has been made. Dividends shall cease to accrue with respect to any principal amount converted.

Conversion:    At any time after issuance, the Series D preferred stock shall be convertible, in whole or in part, into fifty shares of the Company’s common stock at the option of the Holder. The number of shares of common stock issuable upon a conversion is determined by (i) multiplying the number of preferred stock to be converted by the liquidation value thereof, (ii) adding to the result all accrued and accumulated and unpaid dividends on such preferred stock to be converted, and then (iii) dividing the result buy the conversion price in effect immediately prior to such conversion. The liquidation value of the Series D preferred stock is $4.00 per share, subject to adjustment for stock dividends, reclassifications, recapitalizations and combinations.

Series D Preferred Stock Issuances:    During the six months ended June 30, 2020, the Company issued 211,250 shares of Series D Preferred Stock for proceeds of $845,000.

Critical Accounting Policies and Significant Judgments and Estimates

AHA’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of AHA’s consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in AHA’s financial statements. AHA bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. AHA evaluates its estimates and assumptions on an ongoing basis. AHA’s actual results may differ from these estimates under different assumptions or conditions.

While AHA’s significant accounting policies are described in more detail in Note 2 to AHA’s consolidated financial statements, AHA believes that the following accounting policies are those most critical to the judgments and estimates used in the preparation of its consolidated financial statements.

Comparison of the Year Ended December 31, 2019 and the Year Ended December 31, 2019

The following table summarizes AHA’s consolidated results of operations for the year ended December 31, 2019 and 2018, respectively:

Net Loss Available to Common Shareholders

Our net loss available to common shareholders for the year ended December 31, 2019 was $(3,025,695), as compared to $874,252 for the year ended December 31, 2018.

Revenue

Our revenue for the year ended December 31, 2019 was $4,736,674, as compared to $4,598,289 for the year ended December 31, 2018, an increase of $138,385 or 3%. The increase in revenue was primarily attributable to the increase in our shared savings program due to organic revenue growth at ACMG, for the year ended December 31, 2019.

Cost of Services

Expenses related to cost of services for the year ended December 31, 2019 were $1,834,239 as compared to $1,645,029 for the year ended December 31, 2018, an increase of $189,210 or 11%. The overall increase was primarily due to an increase in provider bonus payments.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2019 were $4,389,187 as compared to $3,431,718 for the year ended December 31, 2018, an increase of $957,469 or 28%. The overall increase is primarily due to increased professional and accounting fees related to merger and acquisition activity.

Depreciation and Amortization

Amortization expense for the year ended December 31, 2019 was $913,865 as compared to $535,564 for the year ended December 31, 2018. This amount is principally amortization of intangible assets.

Interest Expense

Interest expense for the year ended December 31, 2019 was $24,086 as compared to $359,528 for the year ended December 31, 2018, a decrease of $335,442 or 93%. The decrease was primarily due to the conversion of notes payable to preferred stock in 2018.

Other Income

Other income for the year ended December 31, 2019 was $18,333 as compared to $2,196,945 for the year ended December 31, 2018. Other income for the year ended December 31, 2018 was primarily due to a gain on the extinguishment of debt of $2,490,000 offset by a $296,000 loss on acquisition of non-controlling interest.

Provision for (Benefit from) Income Tax

Income tax benefit was $882,946 for the year ended December 31, 2019, as compared to an income tax provision of $48,472 the year ended December 31, 2018. The increase in tax benefit was due to the reversal of a valuation allowance for certain deferred tax assets in the year ended December 31, 2019 and 2018, respectively.

Net Income (Loss) attributable to Non-Controlling Interest

Net income attributable to Non-Controlling Interest was $25,854 for the year ended December 31, 2019, as compared to a net loss attributable to Non-Controlling Interest of $(37,160) for the year ended December 31, 2019

Dividends

Deemed dividends on Series A Preferred stock was $470,250 and $1,259,063 for the year ended December 31, 2019, and 2018, respectively. Cumulative preferred dividends were $1,057,875 and $352,951 for the year ended December 31, 2019and 2018, respectively.

Liquidity and Capital Resources

Cash and cash equivalents at December 31, 2019 totalled $1,784,102 as compared to $949,840 at December 31, 2018, an increase of $798,262 or 84%.

We have historically financed our operations primarily through internally generated funds and capital raises. We generate cash primarily from Shared savings program. We generally invest cash in money market accounts, which are classified as cash and cash equivalents.

Cash used in operating activities for the year ended December 31, 2019 was $1,588,268, as compared to $239,813 for the year ended December 31, 2018. The cash used in operations during the year ended December 31, 2019 is a function of revenue of $4,736,674 adjusted for the following non-cash operating items: depreciation and amortization of $913,865, deferred income taxes of $882,946, amortization of debt discount of $3,139, stock-based

compensation of $8,000, and options issued for services of $3,980 and warrants issued for services of $8,645, offset by an increase in prepaid expenses of $500, an increase in lease deposit of $5,805 and a decrease in accounts payable and accrued expenses of $106,94.

Cash used in investing activities for the  year ended December 31, 2019 was $2,629 as compared to $2,010,000 for the year ended December 31, 2018, due primarily to the purchase of fixed assets during the year ended December 31, 2019, and the purchase of a portion of the noncontrolling interest of ACMG during the  year ended December 31, 2018.

Cash provided by financing activities during the year ended December 31, 2019 was $2,425,158 as compared to $2,995,914 for the year ended December 31, 2018. The cash provided in financing activities during the year ended December 31, 2019 is a function of $750,000 in proceeds on notes payable from related parties, $184,842 in repayments on notes payables to related parties, $2,125,000 in proceeds from the sale of Series C preferred stock, $85,000 in costs on the issuance of preferred stock, and $180,000 in dividends distributions for the year ended December 31, 2019.

Impact of COVID-19 pandemic on the Company’s Business

The Company’s operations have been affected by the recent and ongoing outbreak of the coronavirus disease (“COVID-19”) which was declared a pandemic by the World Health Organization in March 2020. The impact includes the need for employees to work remotely, restrictions on travel affecting the Company’s ability to attend meetings, conferences, consultations and installations and otherwise provide and market its products and services, and disruptions to its customers’ operations which may affect its revenues. The Company benefited from the financing under the CARES Act. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible effects may include, but are not limited to, disruption to the Company’s customers and revenue, absenteeism in the Company’s labor workforce, unavailability of products and supplies used in operations, and a decline in value of assets held by the Company.

Going Concern and Management’s Plans

As of December 31, 2019, the Company had cash balance of $1.7 million and a working capital deficit of approximately $700 thousand. In addition, the Company has a stockholders’ deficit of approximately $4.1 million. For the years ended December 31, 2019 and 2018, the Company incurred a net loss of approximately $1.5 million for 2019 and $700 thousand of income for 2018. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company does not believe that its capital resources will be sufficient to fund planned operations. As a result, the Company will need additional funds to support its obligations for the next twelve months from the date the financial statements are issued. The Company will seek to raise additional capital as needed, through the issuance of equity, equity-linked or debt securities. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. The Company’s consolidated financial statements as of December 31, 2019 do not include any adjustments that might result from the outcome of this uncertainty.

Funding Requirements

The Company’s capital needs as well as transactions costs of the Business Combination, and anticipated working capital approximate $86,000,000. In order to satisfy these obligations the Company anticipates completing third party financing in the form of debt and equity. No definitive terms of any such financing have been determined.

In addition to a Senior Credit Facility, the Company may simultaneously raise capital through a Private Investment in a Public Entity or Private Placement (the “Private Placement”). Pursuant to a Private Placement

offering the stock is normally sold at a discount to current market value and investors generally purchase unregistered “restricted” stock. The typical Private Placement investor is an institutional investor such as a hedge fund or mutual fund. Private Placements are usually completed by investment banks who act as “Placement Agents” in the transaction.

Contractual Obligations and Commitments

Notes Payable — Stockholders and Related Parties

On October 24, 2019, the Company entered into a Promissory Note Agreement, among the Company and DBraganza RD LLC (“the Lender”), a related party. The Company issued a note with a principal amount of $700,000 (“the Note”) and a six-year warrant to purchase an aggregate 625,000 shares of the Company’s common stock at an exercise price of $2.00 per share, subject to adjustment (the “Warrant”), in exchange for $750,000 of cash proceeds. The Note bears interest at 12.9%, subject to an increase to 18% per annum for defaulted payments. The outstanding principal and any accrued but unpaid interest under the Note, shall is due and payable on the earlier of (a) 5 business days after the Company receives payment pursuant to the Medicare Shared Savings Program for the period ending December 31, 2020 or (b) April 1, 2021. The Company may prepay the Note in whole or in part at any time by paying the principal amount to be prepaid together with accrued interest. Irrespective of prepayment, a minimum of 260 days interest or $68,920 will be due to the Lender upon prepayment.

The proceeds received of $750,000 was allocated to the Note and Warrant on a relative fair value basis. As a result, upon issuance of the Note, the Company recognized a debt premium of $28,250, resulting from the proceeds allocation. The initial premium is classified with the Note and is being amortized as a reduction of interest expense over the term of the Note using the effective interest method.

During the years ended December 31, 2019 and 2018, the Company recognized $3,139 and zero, respectively related to the amortization of debt premium on the Note, classified as a reduction of interest expense in the Company’s statement of operations.

The Company has received certain advances from an officer/shareholder. These advances were not formalized in writing, are due on demand, do not bear interest and are uncollateralized. As of December 31, 2019 and 2018, the amounts advanced were $12,249 and $197,091, respectively. In 2019, there was a net repayment of advances of $184,842.

In April 2017, the Company entered into a $3 million loan agreement with two unrelated third-party investors, which bore interest at an annual fixed rate of 10% and matured in June 2018. In connection with this funding, an officer and shareholder of the Company, transferred 125,000 shares of common stock with a fair value of $500,000, from personal holdings to the investors, which was recorded in 2017 as a contribution to additional paid in capital and a corresponding discount to the debt. The debt discount was then accreted over the life of the loan, resulting in an annual effective interest rate of approximately 25%. Accordingly, interest expense on the loans totalled $359,528 for the year ended December 31, 2018. Subsequent to maturity, the loans were converted to Series B preferred stock in June 2018. The fair value of the Series B preferred stock at issuance was $510,000, which resulted in a gain on debt extinguishment of $2,490,000, which is reflected in other income (expense) in the Company’s Consolidated Statement of Operations.

Operating Leases

The Company has elected to early adopt the provision of ASU 2016-02, “Leases” as of January 1, 2019. The Company currently leases two office spaces, including one from a related party for approximately $750 per month, on a month to month basis. These leases in total represent an aggregate monthly base rent of $6,599. As such, the adoption of this standard does not have any effect on the Company. Rent expense was approximately $79,189 and $52,935 for the years ended December 31, 2019 and 2018, respectively.

Temporary Equity

Series A

Series A Preferred Stock — As of December 31, 2019 and 2018, the Company was authorized to issue up to 50,000,000 shares of Preferred Stock. The Company had 2,662,500 and 1,593,750 shares of $0.001 par value, Series A Convertible Cumulative Preferred Stock (the “Series A Preferred Stock) issued and outstanding at December 31, 2019 and 2018, respectively. Series A Preferred Stock has a stated value of $4.00 per share and is recognized at its redemption value of $10,650,000 and $6,375,000, respectively as of December 31, 2019 and 2018.

The Series A preferred stock is redeemable by the holders as follows:

(a)     At any time after March 15, 2019, in the event the Company receives investment capital the holder of 1,593,750 shares of Series A preferred stock, shall have the option to put some or all of their Series A preferred stock to the Company at $4.00 per share up to an amount representing 50% of the invested funds. The Company had met this criteria as of December 31, 2019.

(b)    At any time after March 15, 2020, the holder of 1,068,750 shares of Series A preferred stock shall have the option to put some or all of their remaining shares to the Company at $4.00 per share plus accrued but unpaid dividends.

(c)     Beginning on or after March 31, 2020, the holder of all the remaining Series A Preferred Stock then outstanding shall have the option to put some or all of their Series A Preferred Stock to the Company at $4.00 per share plus accrued but unpaid dividends.

In the case of the puts pursuant to section (b) and (c) the Company will pay the amount of Series A Preferred Stock that has been put by holders, plus any accrued but unpaid preferred dividends, on or prior to June 30, 2020.

As a result of the holders’ redemption rights, the Series A Preferred Stock is classified as temporary equity. The Company has elected to recognize changes in the redemption value of the Series A Preferred Stock immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company’s Redemption:    The Series A preferred stock is redeemable in whole or in part, at the option of the Company for cash in an amount equal to original issue price ($4.00 per share). The Holder has the option to convert rather than accept redemption.

Ranking:    The Series A ranks pari passu with the Series B convertible preferred stock of the Company and ranks junior to the Company’s Series C convertible preferred stock and any indebtedness of the Company. The holders of Series A preferred stock have no voting rights except as required by law.

Dividends:    The Company shall pay preferred dividends to the holders Series A preferred stock on the aggregate unconverted and then outstanding principal amount at the rate of 6.0% per annum, in cash, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after issuance. Preferred dividends shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the principal sum, together with all accrued and unpaid dividends, and other amounts which may become due hereunder, has been made. Dividends shall cease to accrue with respect to any principal amount converted. No dividend may be paid on the common stock until all cumulated preferred dividends have been paid. The Company accrued $794,175 and $207,188 in dividends for the years ended December 31, 2019 and 2018, respectively. No dividend payments have been made during the fiscal years ended December 31, 2019 and 2018.

Conversion:    In the event that the Company completes an initial public offering of its common stock (“IPO”), then the remaining unconverted shares of Series A Preferred Stock shall immediately become convertible at the a price equal to the greater of 80% of the IPO share price at the date of offering or $4 per share. At any time prior to the IPO date, the Series A preferred stock is convertible, in whole or in part, into the Company’s common stock on a one for one basis at the option of the holder at $4.00 per share, subject to adjustment for stock dividends, reclassifications, recapitalizations and combinations.

Series A Preferred Stock Issuances:    During 2018, the Company issued 1,593,750 shares of Series A preferred shares valued at $5,115,938 with a March 31, 2020 redemption value of $6,375,000, issued as an investment in ACMG. The Company has elected to carry the Series A preferred shares at redemption value and accordingly recorded accretion of $1,259,062 in fiscal year 2018 related to the redemption value. During 2019,

the Company issued 1,068,750 shares of Series A preferred shares valued at $3,804,750 with a March 31, 2020 redemption value of $4,275,000 as a further investment in ACMG. The Company recorded accretion of $470,250 in fiscal year 2019 to adjust the value of the Series A preferred shares to the redemption value.

On June 5, 2018 and March 8, 2019, a personal guarantee between Fred Sternberg, CEO of AHA (“the guarantor”) and the holders of the Series A Preferred Stock (Cristina Pertierra, Eddy and Susan Fernandez) was executed.  In consideration of the holders accepting preferred stock in the stated amount of $6,375,000 and $4,275,000 respectively, from AHA, the guarantor personally guarantees the payment of the holder’s put as set forth in Section 5 of the preferred stock certificates.

Series C

Series C Preferred Stock — As of December 31, 2019 and 2018, the Company was authorized to issue up to 100,000 shares of Series C Convertible Cumulative Preferred Stock (the “Series C Preferred Stock”). The Company had 54,950 and 33,700 shares of $0.001 par value, Series C Preferred Stock issued and outstanding at December 31, 2019 and 2018, respectively. Series C Preferred Stock has a stated liquidation value of $100.00 per share. As of December 31, 2019, the aggregate liquidation value of Series C Preferred Stock was $5,495,000. The Series C is contingently redeemable at any time upon a deemed liquidation event, which is not solely within the Company’s control.  As a result, the Series C Preferred Stock is classified as temporary equity. Any discount to liquidation preference of the Series C Preferred Stock is not being accreted as a deemed dividend, as it is not currently probable that the Series C Preferred Stock will become redeemable.

Company’s Redemption:    The Series C preferred stock is redeemable in whole or in part, at the option of the Company for cash. The redemption amount of the Series C preferred stock is equal to original issue price ($2.00 per share) plus a 30% internal rate of return calculated at the Company’s redemption notice date.

Ranking:    The Series C Preferred Stock is senior in right of payment to all of the Company’s other Preferred Stock and common stock.

Dividends:    The Company shall pay to the extent provided by law preferred dividends to the holder(s) of Series C preferred stock on the aggregate unconverted and then outstanding principal amount of the Series C preferred stock at the rate of 6.0% per annum, in cash, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date. Preferred dividends shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the principal sum, together with all accrued and unpaid dividends, and other amounts which may become due hereunder, has been made. Dividends shall cease to accrue with respect to any principal amount converted.

Conversion:    At any time after issuance, one share of Series C preferred stock shall be convertible, in whole or in part, into fifty shares of the Company’s common stock at the option of the Holder. The number of shares of common stock issuable upon a conversion shall be determined by (i) multiplying the number of shares of preferred stock to be converted by the Liquidation Value of $2.00 per share for Series C preferred stock, (ii) adding to the result all accrued and accumulated and unpaid dividends on such preferred stock to be converted, and then (iii) dividing the result by the conversion price in effect immediately prior to such conversion. The conversion price of the Series C preferred stock is $2.00 per share, subject to adjustment for stock dividends, reclassifications, recapitalizations and combinations, including adjustment if the Company sells shares of common stock at a price that is lower than the conversion price of the Series C preferred stock or sells other shares of preferred stock of any series with a conversion price lower than the conversion price of the Series C preferred stock, in either case, at the time of purchase, then the Company will adjust the conversion price of the Series C preferred stock according to the Broad Based Weighted Average Formula for Anti-Dilution.

Series C Preferred Stock Issuances:    During 2019, the Company issued 21,250 shares of Series C preferred shares for proceeds of $2,125,000. During 2018, the Company issued 33,700 shares of Series C preferred shares for proceeds of $3,370,000, issued to an investor, the proceeds of which were used as follows:

•        $2,350,000 as additional investment in ACMG,

•        $920,000 went to working capital, and

•        $100,000 went as a loan to ACMG.

Critical Accounting Policies and Significant Judgments and Estimates

AHA’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of AHA’s consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in AHA’s financial statements. AHA bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. AHA evaluates its estimates and assumptions on an ongoing basis. AHA’s actual results may differ from these estimates under different assumptions or conditions.

While AHA’s significant accounting policies are described in more detail in Note 2 to AHA’s consolidated financial statements, AHA believes that the following accounting policies are those most critical to the judgments and estimates used in the preparation of its consolidated financial statements

Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risk

As of December 31, 2019, AHA had cash and cash equivalents of $1,784,102, which consisted of cash and short-term bank deposits.

Emerging Growth Company Status

GVAC is, and the post-Business Combination company will be, an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. GVAC may take advantage of these exemptions until it is no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. AHA has irrevocably elected not to avail itself of this extended transition period and, as a result, it will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. GVAC may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of GVAC’s first registration statement filed under the United States Securities Act of 1933, as amended, or such earlier time that it is no longer an emerging growth company. GVAC would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, it has more than $700.0 million in market value of its shares held by non-affiliates (and it has been a public company for at least 12 months and have filed one annual report on Form 10-K) or it issues more than $1.0 billion of non-convertible debt securities over a three-year period.

Off-Balance Sheet Arrangements

AHA did not have, during the periods presented, and it does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact AHA’s financial position and results of operations is disclosed in Note 2 to AHA’s audited consolidated financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HP

You should read the following discussion and analysis of HP’s financial condition and results of operations together with its consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for its business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following discussion refers to the financial results of Health Promoters, LLC, Jupiter Medical Group Inc. and Primary Care Associates, Inc.(collectively “HP”), for the six month period ended June 30, 2020 and June 30, 2019, the years ended December 31, 2019 and December 31, 2018. For purposes of this following discussion the terms “we”, ‘our” or “us” and similar references refers to HP and its affiliates.

Overview

HP provides healthcare benefits as a Managed Service Organization to over 8,000 Medicare Advantage members in South Florida under full-risk and partial-risk arrangements through its contract with Humana, Inc., a Center for Medicare and Medicaid Services (CMS) contracted Medicare Advantage organization.

Jupiter Medical Group, Inc. (JMG) provides primary care physician services in Palm Beach County, Florida and participates in a shared savings program through the Palm Beach Accountable Care Organization.

Primary Care Associates, Inc. (PCA) provides primary care physician services in Martin County, Florida and participates in a shared savings program through the Palm Beach Accountable Care Organization.

HP’s primary care physician practice network includes fifty-eight (58) primary care physician practices. JMG owns nine of these practices. PCA owns five of these practices. The remaining primary care practices are independently owned and provide medical services under capitation contracts with HP. In addition to the primary care practices, the PSN includes specialists, ancillary service providers, and hospitals through its agreement with Humana, Inc. Under its risk agreements, HP receives credit for a significant percentage of the monthly Medicare Advantage premiums received by Humana from CMS and is obligated to provide the covered healthcare benefits for its covered members and is responsible for the costs of those services according to its agreement with Humana. To the extent the costs of providing such benefits is less than the related premiums received, HP profits. Conversely, if the costs exceed related premiums, HP loses money. HP re-insures against catastrophic losses and certain diseases annually on a per member basis.

The Medicare Advantage business accounts for substantially all of HP’s revenues. Because the three Companies, HP, JMG, and PCA have common ownership of greater than 50%, these financial statements were combined and any intercompany transactions between the Companies were eliminated for the purposes of presenting the combined financial statements.

Consolidated Results of Operations

Comparison of the Six Month Period Ended June 30, 2020, and the Six Month Period Ended June 30, 2019

The following table summarizes HP’s consolidated results of operations for the six month period ended June 30, 2020 and, 2019, respectively:

Net Income Attributable to HP.

Our net income attributable to HP for the six months ended June 30, 2020 was $5.5 million, as compared to net income attributable to HP of $4.3 million for six months ended June 30, 2019, an increase of $1.2 million.

Primary Care Physician Practices

As of the six months ended June 30, 2020 and six months ended June 30, 2019, we managed a total of 58 primary care physician practices physician practices. HP owns 12 of these practices.

Revenue

Our revenue for the six months ended June 30, 2020 was $46.7 million, as compared to $38.8 million for the six months ended June 30, 2019, an increase of $7.9 million, or 20%. The increase in revenue was primarily attributable to the following;

(i)     an increase of $7 million in capitation revenue due to increases in membership and capitation rates.

(ii)    an increase in fee-for-service revenue of $300,000 due to an increase in patients for whom we managed the delivery of healthcare from the purchase of medical practices.

(ii)    an increase of $97,737 in shared savings revenue primarily due to favorable healthcare utilization trends within its shared savings program with PBACO.

Capitation revenue, fee-for service revenue and risk pool revenue contributed 86%, 11% and 3%, respectively to our total Revenue for the six months ended June 30, 2020.

Cost of Services

Expenses related to cost of services for the six months ended June 30, 2020 were $32.9 million, as compared to $27 million for the six months ended June 30, 2019, an increase of $5.9 million, or 22%. The overall increase was due to a $5.2 million increase in medical claims, capitation and other health services expenses, and a $0.7 million increase in provider bonus payments.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2020 were $7.9 million, as compared to $7.3 million for the six months ended June 30, 2020, an increase of $600,000, or 8%. The overall increase is primarily due to increased acquisitions of practices in 2019.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2020 was $396,488 as compared to $185,843 for six months ended June 30, 2019. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Other Income

Other Income was $7,462 and 33,225 for the six months ended June 30, 2020 and 2019, respectively. Interest expense was $373 and $808 for the six months ended June 30, 2020 and 2019, respectively.

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2020 totalled $3.5 million as compared to $3.1 million at June 30,2019, an increase of $500.000, or 16%.

We have historically financed our operations primarily through internally generated funds. We generate cash primarily from capitation and shared savings programs as well as physician office fee-for-service reimbursements. We generally invest cash in money market accounts, which are classified as cash and cash equivalents. We believe we have sufficient liquidity to fund our operations at least through the next 12 months. from the date of the issuance of the financial statements

Cash provided by operating activities for the six months ended June 30, 2020 was $2.4 million, as compared to $2.9 million for the six months ended June 30, 2019. The cash provided from operations during the six months ended June 30, 2020 is a function of net income of $5.5 million, adjusted for the following operating items: depreciation and amortization of $396,488, PPP advances of $1,555,721 and increase in accounts payable and accrued expenses of $22,813; offset by an increase of $2,907,147 in accounts receivable, an increase in prepaid expenses and other assets of $2,092,665, and an increase of $60,413 in deposits.

Cash provided by investing activities for the six months ended June 30, 2020 was $ 372,676 as compared to cash used in investing activities of $277,902 for the six months ended June 30, 2019. Cash provided by investing activities for the six months ended June 30, 202 was due primarily to $728,976 in membership participation in ACO and $356,300 for the purchase of medical property and equipment.

Cash used in financing activities for the six months ended June 30, 2020 was $2.3 million as compared to $2.5 million for the six months ended June 30, 2019. This change was primarily due to $2.2 million in partner distributions, $117,208 in payments on notes payable offset by proceeds of $36,552 in related party loans for the six months ended June 30, 2020.

Contractual Obligations and Commitments

The following summarizes HP’s contractual obligations as of June 30, 2020 and the effects that such obligations are expected to have on HPs liquidity and cash flows in future periods:

Notes Payable

Notes payable totalled $267,922 and $367,534 as of June 30, 2020 and December 31, 2019, respectively. Notes payable consisted of two notes payable related to practice acquisitions totaling $247,053 and $342,705 as of June 30, 2020 and December 31, 2019, respectively and a note to finance x-ray equipment of $20,869 and $24,829 as of June 30, 2020 and December 31, 2019, respectively. The note related to the equipment is collateralized by the underlying equipment. The notes related to the practice acquisitions do not bear interest and are uncollateralized.

Advances — Related Party

Shareholder Advances

Jupiter Medical Group has received certain advances from an officer and shareholder. These advances were not formalized in writing, have no stated maturity, do not bear interest and are uncollateralized. As of June 30, 2020 and December 31, 2019, shareholder loans totalled approximately $1,449,572 million and 1,413,020, respectively.

HP leases office space and certain equipment under operating and lease agreements, expiring in various years through 2030. Certain leases contain annual rent escalation clauses and auto-renewal features. HP does not have any capital leases.

Rent expense totalled $934,076 and $743,937 for the years ended December 31, 2019 and 2018, respectively.

Critical Accounting Policies and Significant Judgments and Estimates

HP’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of HP’s consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in HP’s financial statements. HP bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. HP evaluates its estimates and assumptions on an ongoing basis. HP’s actual results may differ from these estimates under different assumptions or conditions.

While HP’s significant accounting policies are described in more detail in Note 2 to HP’s consolidated financial statements, HP believes that the following accounting policies are those most critical to the judgments and estimates used in the preparation of its consolidated financial statements.

Comparison of the Year Ended December 31, 2019 and the Year Ended December 31, 2019

The following table summarizes HP’s consolidated results of operations for the year ended December 31, 2019 and 2018, respectively:

Net Income Attributable to HP.

Our net income attributable to HP for the year ended December 31, 2019 was $8.6 million, as compared to net income attributable to HP of $4.6 million for the year ended December 31, 2018, an increase of $4 million.

Primary Care Physician Practices

As of the years ended December 31, 2019 and December 31, 2018, we managed a total of 58 primary care physician practices physician practices. HP owns 12 of these practices.

Revenue

Our revenue for the year ended December 31, 2019 was $85.7 million, as compared to $70.1million for the year ended December 31, 2018, an increase of $15.6 million, or 22%. The increase in revenue was primarily attributable to the following;

(i)     an increase of $12.2 million in capitation revenue due to increases in membership and capitation rates.

(ii)    an increase in fee-for-service revenue of $1.2 million due to an increase in patients for whom we managed the delivery of healthcare primarily from the purchase of medical practices.

(ii)    an increase of $2 million in shared savings revenue due to favorable healthcare utilization trends within its shared savings program with PBACO.

Capitation revenue, fee-for service revenue and risk pool revenue contributed 85%, 11% and 4%, respectively to our total Revenue for the year ended December 31, 2019.

Cost of Services

Expenses related to cost of services for the year ended December 31, 2019 were $58.9 million, as compared to $51.2 million for the year ended December 31, 2018, an increase of $7.7 million, or 15%. The overall increase was due to a $7.0 million increase in medical claims, capitation and other health services expenses, and a $0.6 million increase in provider bonus payments.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2019 were $17.1 million, as compared to $13.8 million for the year ended December 31, 2018, an increase of $3.3 million, or 23%. The overall increase is primarily due to increased acquisitions of practices in 2019 and provider bonuses related to increased shared savings program revenue.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2019 was $485,541 as compared to $363,402 for the year ended December 31, 2018. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Other Expense

Other expense for the year ended December 31, 2019 was $473,837 as compared to other expense of $171,527 for the year ended December 31, 2018. This increase is related to a conservation easement expense incurred in 2019 to provide tax benefit to pass through owner.

Interest (Expense) Income

Interest expense for the year ended December 31, 2019 was $471 as compared to interest income of $926 million for the year ended December 31, 2018.

Liquidity and Capital Resources

Cash and cash equivalents at December 31, 2019 totalled $3.1 million as compared to $2.1 million at December 31, 2018, an increase of $1 million, or 47%.

We have historically financed our operations primarily through internally generated funds. We generate cash primarily from capitations, fees for medical management services provided to our affiliated physician groups, as well as fee-for-service reimbursements. We generally invest cash in money market accounts, which are classified as cash and cash equivalents. We believe we have sufficient liquidity to fund our operations at least through the next 12 months from the date of the issuance of the financial statements.

Cash provided by operating activities for the year ended December 31, 2019 was $8.9 million, as compared to $4.9 million for the year ended December 31, 2018. The cash used in operations during the year ended December 31, 2019 is a function of net income of $8.6 million, adjusted for the following non-cash operating items: depreciation and amortization of $485,541, offset by an increase of $543,178 in accounts receivable, an increase of $ 12,204 in prepaid expenses, an increase of $390,339 in accounts payable and accrued expenses and an increase of $10,799 in deposits and other assets.