Filed by 99 Acquisition Group Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File No. 001-41784
Subject Company: Nava Health MD, Inc.
Nava Health To Attend
4th Annual Benchmark Virtual Healthcare Conference
Columbia, MD – May 20, 2024 –
Nava Health MD, Inc. (“Nava Health” or “Nava”), a leader in longevity, integrative and functional medicine, today
announced that CEO Bernie Dancel will attend the 4th Annual Benchmark Healthcare House Call Virtual Investor Conference on Tuesday, May
21, 2024. Nava will participate in a fireside chat at 12:45pm ET and Mr. Dancel will be available for one-on-one meetings throughout the
day.
To register for the conference and access
the fireside chat visit: https://www.benchmarkcompany.com/4th-annual-healthcare-house-call-conference/.
In February 2024, Nava Health and 99 Acquisition
Group, Inc. (Nasdaq: NNAG), a publicly traded special purpose acquisition company (“99 Acquisition”), announced that they
had entered into a definitive merger agreement (the “Merger Agreement”). Upon closing the proposed transaction, 99 Acquisition
will be renamed Nava Health, Inc. and expects to remain listed on the Nasdaq Stock Market under the ticker symbol “NAVA.”
About Nava Health
Nava Health is a vertically integrated, tech-enabled
healthcare practice combining integrative, functional, preventive, and regenerative medicine. Nava’s innovative medical practice
uses a data-driven, personalized approach to optimize health and increase longevity. Nava provides each client with an individualized
wellness roadmap tailored to their specific symptoms, medical needs, and personal goals. All client wellness roadmaps result from a proprietary
diagnostic process, the “Nava Method,” which utilizes data and specially designed software to create optimal personalized client
outcomes. To learn more visit navacenter.com.
About 99 Acquisition
99 Acquisition Group, Inc. (Nasdaq: NNAG) is a blank check company
that was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities.
Important Information about the Proposed
Business Combination and Where to Find It
This press release relates to a proposed transaction
between 99 Acquisition and Nava Health. This press release does not constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed
business combination, 99 Acquisition has filed a registration statement on Form S-4 containing a proxy statement/prospectus (the “Registration
Statement”) with the SEC, and 99 Acquisition and Nava Health intend to file other relevant materials with the SEC. The Registration
Statement includes a proxy statement/prospectus to be distributed to holders of 99 Acquisition’s common stock in connection with 99 Acquisition’s
solicitation of proxies for the vote by 99 Acquisition’s stockholders with respect to the proposed transaction and other matters as described
in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to Nava Health’s shareholders
in connection with the proposed business combination. After the Registration Statement has been filed and declared effective, 99 Acquisition
will mail a definitive proxy statement, when available, to its stockholders.
Before making any voting or investment decision,
investors and security holders and other interested parties are urged to read the Registration Statement, any amendments thereto and any
other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information
about 99 Acquisition, Nava Health and the proposed business combination. Copies of these documents may be obtained free of charge at the
SEC’s website at www.sec.gov. The documents filed by 99 Acquisition with the SEC also may be obtained free of charge upon written
request to 99 Acquisition at c/o 99 Acquisition Corp., 14 Noblewood Ct, Gaithersburg, MD 20878.
Participants in the Solicitation
99 Acquisition and its directors and executive
officers may be deemed participants in the solicitation of proxies from 99 Acquisition’s securityholders with respect to the proposed
transaction under the rules of the SEC. Securityholders may obtain more detailed information regarding the names, affiliations, and interests
of certain executive officers and directors of 99 Acquisition in the solicitation by reading 99 Acquisition’s Registration Statement and
other relevant materials filed with the SEC in connection with the proposed transaction when they become available. Information about
99 Acquisition’s directors and executive officers and their ownership of 99 Acquisition’s common stock and other information regarding
the interests of participants in the proxy solicitation, which, in some cases, may be different from those of 99 Acquisition’s securityholders
generally, is set forth in the Registration Statement. These documents can be obtained free of charge at the SEC’s web site at www.sec.gov.
Nava Health and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from 99 Acquisition’s securityholders in connection with
the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the
proposed transaction is included in the Registration Statement for the proposed transaction.
Non-Solicitation
This press release is not a proxy statement
or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press
release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed transaction, the anticipated benefits
of the proposed transaction, and the financial condition, results of operations, earnings outlook and prospects of 99 Acquisition and/or
the proposed transaction and may include statements for the period following the consummation of the proposed transaction. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,”
“continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,”
“should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement
is not forward-looking.
The forward-looking statements are based on
the current expectations of the management of 99 Acquisition and Nava Health, as applicable, and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements, including: risks related to Nava Health’s businesses and strategies; the ability to complete the proposed
transaction due to the failure to obtain approval from the shareholders of 99 Acquisition and/or Nava Health or satisfy other closing
conditions set forth in the Merger Agreement; the amount of any redemptions by existing holders of 99 Acquisition’s common stock; the
ability to recognize the anticipated benefits of the proposed transaction; other risks and uncertainties included under the header “Risk
Factors” in the Registration Statement filed by 99 Acquisition and Nava Health, in the final prospectus of 99 Acquisition for its
initial public offering dated August 21, 2023; and in 99 Acquisition’s other filings with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Nava Health and 99 Acquisition assume no obligation and do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Nava Health nor 99 Acquisition gives any assurance that Nava
Health, 99 Acquisition or the combined company will achieve its expectations.
Investor Relations Contact
John Nesbett/Jennifer Belodeau
IMS Investor Relations
nava@imsinvestorrelations.com
Media Contact
Suzanne Coblentz
Scoblentz@navacenter.com
3
99 Acquisition (NASDAQ:NNAGW)
過去 株価チャート
から 5 2024 まで 6 2024
99 Acquisition (NASDAQ:NNAGW)
過去 株価チャート
から 6 2023 まで 6 2024