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
        Cover Page Interactive Data File - the cover page XBRL tags are embedded
104     within the Inline XBRL Document




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