VIVEON HEALTH ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on
On
The foregoing descriptions of the Third Amendment are not complete and are subject to and qualified in their entirety by reference to the Third Amendment which is filed with this Current Report on Form 8-K as Exhibit 2.1, the terms of which are incorporated by reference herein.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between Viveon and Suneva. This
document 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. Viveon intends to file a registration statement on Form S-4
with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of the closing of the Merger, achievement of the conditions necessary for the closing of the Merger, achievement of the Earnout Consideration, other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of Viveon's and Suneva's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Viveon and Suneva. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
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These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely
consummate the Merger, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the Company or the expected benefits of the Merger, if
not obtained; the failure to realize the anticipated benefits of the Merger;
matters discovered by the parties as they complete their respective due
diligence investigation of the other parties; the ability of Viveon prior to the
Merger, and Suneva following the Merger, to maintain the listing of the
Company's shares on the NYSE American; costs related to the Merger; the failure
to satisfy the conditions to the consummation of the Merger, including the
approval of the Merger Agreement by the stockholders of Viveon, the satisfaction
of the minimum cash requirements of the Merger Agreement following any
redemptions by Viveon's public stockholders; the risk that the Merger may not be
completed by the stated deadline and the potential failure to obtain an
extension of the stated deadline; the outcome of any legal proceedings that may
be instituted against Viveon or Suneva related to the Merger, expiration of, or
failure to extend, the period of time Viveon is afforded under its
organizational documents to consummate the initial business combination with
Suneva; the attraction and retention of qualified directors, officers, employees
and key personnel of Viveon and Suneva prior to the Merger, and Suneva following
the Merger; the ability of Suneva to compete effectively in a highly competitive
market; the ability to protect and enhance Suneva's corporate reputation and
brand; the impact from future regulatory, judicial, and legislative changes in
Suneva's industry; and, the uncertain effects of the COVID-19 pandemic; future
financial performance of Suneva following the Merger; the ability of Suneva to
forecast and maintain an adequate rate of revenue growth and appropriately plan
its expenses; the ability of Suneva to generate sufficient revenue from each of
its revenue streams; the ability of Suneva to protect its intellectual property
from competitors; Suneva's ability to execute its business plans and strategy;
and those factors set forth in documents of Viveon filed, or to be filed, with
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Viveon nor Suneva presently know, or that Viveon and Suneva currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Viveon and Suneva's current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Viveon and Suneva described above. Viveon and Suneva anticipate that subsequent events and developments will cause their assessments to change. However, while Viveon and Suneva may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Viveon or Suneva's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Participants in the Solicitation
Viveon and Suneva and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Viveon's stockholders in connection with the proposed Merger. A list of the names of the directors and executive officers of Viveon and information regarding their interests in the Merger will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the second paragraph under the above section entitled "Important Information for Investors and Stockholders."
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Third Amendment to Merger Agreement, dated as ofNovember 10, 2022 entered into by and amongSuneva Medical, Inc. ,Viveon Health Acquisition Corp. andVHAC Merger Sub, Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document 3
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