United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2023
Viveon Health Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39827 | 85-2788202 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
c/o Gibson, Deal & Fletcher, PC
Spalding Exchange
3953 Holcomb Bridge Rd., Suite200
Norcross, GA 30092
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (404) 861-5393
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units | VHAQU | NYSE American, LLC | ||
| Common Stock | VHAQ | NYSE American, LLC | ||
| Warrants | VHAQW | NYSE American, LLC | ||
| Rights | VHAQR | NYSE American, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Viveon Health Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on June 22, 2023 at 10:30 a.m. Eastern Time. The Special Meeting was held via teleconference. As of the record date of May 4, 2023, there was a total of 6,876,024 shares of common stock issued and outstanding and entitled to vote at the Special Meeting. Proxies were received for 6,795,189 shares of common stock, or approximately 98.82% of the shares issued and outstanding and entitled to vote at the Special Meeting; therefore a quorum was present. Summarized below are the results of the matters voted on at the Special Meeting.
Third Extension Proposal — The Third Extension Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation, to allow the Company to (i) initially extend the date by which the Company must consummate an initial business combination up to six times, each such extension for an additional one month period, until December 31, 2023, by depositing into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) the amount of $85,000 for each one-month extension until December 31, 2023, and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, with no additional deposits to be made into the Trust Account during such period, each such extension for an additional one month period, (the “Third Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company (the “Trustee”), prior to the applicable monthly deadline, unless the closing of the proposed initial business combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Third Extended Date.
Shareholders voted to approve the Third Extension Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||||||||
| 6,790,360 | 4,829 | 0 | ||||||||
Trust Amendment Proposal — a proposal to amend the Company’s Investment Management Trust Agreement, dated as of December 22, 2020, by and between the Company and the Trustee, allowing the Company to (i) initially extend the date by which the Company must consummate an initial business combination up to six times, each such extension for an additional one month period, until December 31, 2023, by depositing into the trust account (the “Trust Account”) established in connection with the Company’s initial public offering, the amount of $85,000 for each one-month extension until December 31, 2023, and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, each such extension for an additional one month period, with no additional deposits to be made into the Trust Account during such period from January 1, 2024 through March 31, 2024.
| For | Against | Abstain | ||||||||
| 1,786,110 | 4,829 | 0 | ||||||||
Item 8.01 Other Events
In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on June 22, 2023, 227,359 shares of common stock were tendered for redemption. As a result, approximately $2,498,947.09 (approximately $10.99 per share) will be removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 1,617,415 shares of public common stock outstanding, and approximately $17,777,323.54 will remain in the Trust Account.
On June 27, 2023, the Company filed a third amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Third Amendment”), to extend the date to consummate a business combination until the Third Extended Date, as approved by the Company’s stockholders at the Special Meeting. A copy of the as-filed Third Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1.
The Company has deposited the initial payment of $85,000 in its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering, to initially extend the date by which the Company can complete an initial business combination by one month to July 31, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | As filed Third Amendment to the Company’s Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| VIVEON HEALTH ACQUISITION CORP. | ||
| Date: June 27, 2023 | By: | /s/ Jagi Gill |
| Name: | Jagi Gill | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VIVEON HEALTH ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, being a duly authorized officer of VIVEON HEALTH ACQUISITION CORP., (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is VIVEON HEALTH ACQUISITION CORP. | |
| 2. | The Corporation’s Certificate of Incorporation was originally filed in the office of the Secretary of State of the State of Delaware on August 7, 2020, and was subsequently amended and restated on December 22, 2020 (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Certificate of Incorporation was amended on March 23, 2022 and on December 23, 2022. | |
| 3. | This Third Amendment to the Corporation’s current Amended and Restated Certificate of Incorporation further amends the current Amended and Restated Certificate of Incorporation of the Corporation. | |
| 4. | This Third Amendment to the Corporation’s current Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the issued and outstanding stock at a meeting of stockholders in accordance with ARTICLE SIXTH of the Corporation’s current Amended and Restated Certificate of Incorporation and the provisions of Section 242 of the General Corporation Law of the State of Delaware (“DGCL”). | |
| 5. | The text of Article FIFTH, subsection E of the Corporation’s current Amended and Restated Certificate of Incorporation, is hereby amended and restated to read in full as follows: | |
| “E. The Corporation shall, in its sole discretion, upon one calendar day advance notice prior to the applicable monthly deadline, extend the date by which the Corporation must consummate an initial Business Combination (i) up to six times, each such extension for an additional one month period, until December 31, 2023, and (ii) further extend the date by which the Company must consummate an initial Business Combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, each such extension for an additional one month period (the “Third Extended Date”). In the event that the Corporation does not consummate a Business Combination by the Third Extended Date, the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to the Trust Fund plus any interest earned on the funds held in the Trust Fund and not previously released to the Corporation and not necessary to pay its taxes divided by the total number of IPO Shares then outstanding.” | ||
| 6. | The text of Article FIFTH, subsection H of the Corporation’s current Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows: | |
| “H. If any amendment is made to this Article Fifth that would modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation has not consummated an initial Business Combination by the Third Extended Date, or with respect to any other provision in this Article Fifth, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.” |
IN WITNESS WHEREOF, I have signed this Third Amendment to the Corporation’s current Amended and Restated Certificate of Incorporation this 27th day of June, 2023.
| Viveon Health Acquisition Corp. | ||
| By: | /s/ Jagi Gill | |
| Name: | Jagi Gill | |
| Title: | Chief Executive Officer | |