Viveon Health Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 12, 2023, Viveon Health Acquisition Corp. (the “Company”) entered into an unsecured promissory note with Clearday, Inc. (the “Clearday Note”). The Clearday Note is non-interest bearing, and was due to mature upon the earlier of (i) the first anniversary of the issuance date and (ii) the date of the closing of the Company’s proposed business combination with Clearday pursuant to the terms of the Merger Agreement (the “Business Combination”), dated as of April 5, 2023 (the “Merger Agreement”), as amended on August 28, 2023 (the “First Amendment”), by and among the Company, Clearday, VHAC2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Viveon, Viveon Health LLC, a Delaware limited liability company, and Clearday SR LLC, a Delaware limited liability company. The Merger Agreement and the First Amendment were previously disclosed on Form 8-K filed on April 11, 2023, and Form 8-K filed on August 29, 2023, respectively.
The Clearday Note may be prepaid, in whole or in part, at any time and from time to time, without penalty or premium. The principal loan amount is convertible, at the option of Clearday, into securities of the Company. Loans are made from time to time under the note, and no fixed principal loan amount or maximum loan amount has been determined. As loans are made to the Company, a notation of such amount is made on Annex A of the Clearday Note.
On May 12, 2024 the Company and Clearday entered into an agreement (the “Extension”) to extend the maturity date of the Clearday Note to the earlier of (i) the date of the closing the Business Combination and (ii) such earlier date as the parties shall from time to time agree in writing.
The foregoing descriptions of the Clearday Note and the Extension do not purport to be complete and are qualified in their entirety by references to the Clearday Note, filed by incorporation as Exhibit 10.1 to this Form 8-K and the Extension filed as Exhibit 10.2 to this Form 8-K, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Clearday Note (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed with the Securities & Exchange Commission on February 21, 2024). | |
| 10.2 | Extension of Clearday Note | |
| 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 5, 2024 | By: | /s/ Rom Papadopoulos |
| Name: | Rom Papadopoulos | |
| Title: | Chief Financial Officer | |