United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
February 2, 2023 (Date of earliest event reported)
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Item 1.02 Termination of a Material Definitive Agreement
As disclosed in a Current Report on Form 8-K on January 12, 2022, Viveon Health Acquisition Corp., a Delaware corporation (“Viveon”), entered into a Merger Agreement (the “Merger Agreement”) by and among Viveon, VHAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Viveon (“Merger Sub”), and Suneva Medical, Inc., a Delaware corporation (“Suneva”). Pursuant to the terms of the Merger Agreement, a business combination between Viveon and Suneva was proposed to be effected through the merger of Merger Sub with and into Suneva, with Suneva surviving the merger as a wholly owned subsidiary of Viveon (the “Merger”). At the time of the signing of the Merger Agreement, the board of directors of Viveon had (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Viveon.
On February 2, 2023, legal counsel for Viveon sent a letter informing Suneva’s legal counsel that Viveon decided, effective immediately, to unilaterally terminate the Merger Agreement pursuant to Sections 10.2(a) and 10.3 thereof, based upon material breaches of the Merger Agreement by Suneva. The termination letter was sent without prejudice and reserved all of Viveon, Merger Sub and Viveon Health, LLC (Viveon’s sponsor) rights, claims and remedies, specifically including those within the Merger Agreement, against Suneva and others associated with Suneva who participated in the merger discussions and arrangements, and waived none.
At this time, Viveon intends to seek a business combination with another operating company. Pursuant to Viveon’s Amended and Restated Certificate of Incorporation (the “Charter”), Viveon may, on a monthly basis, extend the date to consummate a business combination until June 30, 2023, by depositing $100,000 on a monthly basis into its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering (the “Trust Account”). If Viveon anticipates that it may not be able to consummate its initial business combination on or before June 30, 2023 it may elect to (i) seek to amend the Charter to extend the date of consummation with stockholder approval, or (ii) liquidate the Trust Account and dissolve.
Item 8.01 Other Events
Viveon issued the press release filed herewith on February 3, 2023. The press release, attached as Exhibit 99.1, is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “would,” “will be” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. Viveon does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press Release, dated February 3, 2023 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 3, 2023 | |
VIVEON HEALTH ACQUISITION CORP. |
By: | /s/ Jagi Gill | |
Name: | Jagi Gill | |
Title: | Chief Executive Officer |
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Exhibit 99.1
Viveon Health Acquisition Corp. Announces Termination of Merger Agreement with Suneva Medical, Inc.
Norcross, GA– , Feb. 03, 2023 (GLOBE NEWSWIRE) -- Viveon Health Acquisition Corp. (NYSE American: VHAQ, VHAQW, VHAQR, VHAQU) (the “Company” or “Viveon”), a special purpose acquisition company, announced today that it has unilaterally terminated its previously announced agreement and plan of merger with Suneva Medical, Inc. As a result, Viveon will seek an alternative business combination.
Viveon Health Acquisition Corp.
Viveon Health Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Viveon Health intends to pursue prospective targets that have their primary operations located in North America in the healthcare industry.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Rom Papadopoulos
Viveon Health Acquisition Corp.
(404) 861-5393
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