VIVEON HEALTH ACQUISITION CORP. Item 8.01 Other Events
Adjournment of Special Meeting
On
Announcement of Ability to Reverse Redemptions in Connection with Special Meeting and Annual Meeting
On
Additionally, in connection with the Annual Meeting (described below), holders
of shares of Viveon Common Stock sold as part of the units issued in its initial
public offering who elected to redeem their Common Stock in connection with the
Annual Meeting may also reverse their redemption requests by sending a DTC DWAC
(Deposit/Withdrawal At Custodian) request to Continental on or before
Indemnification by Sponsor of Payment of Excise Tax Liabilities
On
Viveon is not permitted to use the proceeds placed in its trust account
established in connection with Viveon's initial public offering (the "Trust
Account"), and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on Viveon pursuant to any
current, pending or future rules or laws, including without limitation any
excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R.
5376) on any redemptions or stock buybacks by the Company. In the event (i) an
excise tax and/or any other similar fees or taxes in nature are levied or
imposed on Viveon pursuant to any current, pending or future rule(s) or law(s),
including without limitation any excise tax imposed under the Inflation
Reduction Act (IRA) of 2022 (H.R. 5376) in relation to a redemption of
securities as described in the proxy statement/prospectus for the Special
Meeting or the proxy statement for the Annual Meeting, or otherwise, and (ii)
the holders of Viveon's Common Stock approve the Extension at the Annual Meeting
and the Extension is implemented as described in the Proxy Statement for the
Annual Meeting, if such excise tax or fee has not been paid by Viveon to the
applicable regulatory authority on or prior to the due date for such a tax or
fee,
Announcement to Increase the Monthly Extension Deposit Amount from
As disclosed in the proxy statement for the Annual Meeting, upon approval of the
Extension proposal Viveon will be permitted to extend the date to consummate a
business combination on a monthly basis for a total of up to six months from
Viveon has agreed to increase the amount of such monthly deposits into the Trust
Account to
Transfer & Deposit of Trust Account Assets into Interest-Bearing Demand Deposit Account
Additionally, on
Redemption Period in Connection with Adjourned Special Meeting will Re-open.
As described in the proxy statement/prospectus delivered to stockholders in
connection with the Special Meeting, in order to exercise redemption rights in
connection with the Special Meeting stockholders were required to tender shares
physically or electronically and submit a request in writing to Continental
prior to
Item 7.01. Regulation FD Disclosure.
Press Release and Supplemental Information
As disclosed in Item 8.01 above, on
The information set forth in 8.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Important Information for Investors and Stockholders
This document relates to a proposed Business Combination 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 filed a registration statement on Form S-4
that was declared effective by 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
1
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 the closing of the Merger. 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. Examples of forward-looking statements
include, among others, statements made in this Current Report on Form 8-K
regarding: the proposed transactions contemplated by the merger agreement,
including the benefits of the proposed business combination, integration plans,
expected synergies and revenue opportunities; anticipated future financial and
operating performance and results, including estimates for growth, the expected
management and governance of the combined company, continued expansion of
product portfolios and the availability or effectiveness of the technology for
such products; the regenerative aesthetics sector's continued growth and the
continued demand of physicians and consumers driving such growth; and the
expected timing of the proposed business combination. Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they
are based only on Viveon and Suneva's current beliefs, expectations and
assumptions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the merger agreement; (2) the institution or outcome of any legal proceedings
that may be instituted against Viveon and/or Suneva following the announcement
of the merger agreement and the transactions contemplated therein; (3) the
inability of the parties to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of Viveon or
Suneva, certain regulatory approvals, or satisfy other conditions to closing in
the merger agreement; (4) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the merger agreement or
could otherwise cause the transaction to fail to close; (5) the failure to meet
the minimum cash requirements of the merger agreement due to Viveon stockholder
redemptions and the failure to obtain replacement financing; (6) the inability
to complete a concurrent PIPE; (7) the impact of COVID-19 pandemic on Suneva's
business and/or the ability of the parties to complete the proposed business
combination; (8) the inability to obtain or maintain the listing of Viveon's
shares of common stock on the NYSE American following the proposed business
combination; (9) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and consummation of
the proposed business combination; (10) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among
other things, competition and the ability of Suneva to grow and manage growth
profitably and retain its key employees; (11) costs related to the proposed
business combination; (12) changes in applicable laws or regulations; (13) the
possibility that Suneva may be adversely affected by other economic, business,
and/or competitive factors; (14) the amount of redemption requests made by
Viveon 's stockholders; and (15) other risks and uncertainties indicated from
time to time in the final prospectus of Viveon for its initial public offering
dated
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 Business Combination and the Annual
Meeting. A list of the names of the directors and executive officers of Viveon
and Suneva and information regarding their interests in the Business Combination
is available in the Registration Statement on Form S-4, declared effective on
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 99.1 Press Release datedDecember 21, 2022 . Cover Page Interactive Data File - the cover page XBRL tags are embedded 104 within the Inline XBRL Document 2
© Edgar Online, source
