Viveon Health Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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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 Shareholders (“Special Meeting”) at 10:30 a.m. Eastern Time on March 27, 2024 for the purpose of approving: (i) the Fourth Extension Proposal (as defined below); (ii) the Trust Amendment Proposal (as defined below), and (iii) the Adjournment Proposal, if needed. For more information on these proposals, which are described below, please refer to the Company’s proxy statement dated March 1, 2024. As of the record date, there was a total of 6,648,665 shares of common stock issued and outstanding and entitled to vote at the Special Meeting. Proxies were received for 6,133,609 shares of common stock, or approximately 92.25% of the shares issued and outstanding and entitled to vote at the Special Meeting; therefore a quorum was present.
Fourth Extension Proposal — a proposal to amend (the “Fourth Extension Amendment”) the Company’s amended and restated certificate of incorporation, (the “Amended Charter”), to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the “Fourth Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date. The Fourth Extension Proposal must be approved by the affirmative vote of at least a majority of the issued and outstanding shares of common stock as of the Record Date.
Shareholders voted to approve the Fourth Extension Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||
| 6,032,350 | 101,259 | 0 |
The Trust Amendment Proposal—a proposal to amend (the “Trust Amendment”) the Company’s Investment Management Trust Agreement, dated as of December 22, 2020, as amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the “Extension Payment”) for each one-month extension until September 30, 2024. The Trust Amendment Proposal must be approved by the affirmative vote of at least 50% of the public shares of common stock issued and outstanding shares of common stock as of the Record Date.
Shareholders voted to approve the Trust Amendment Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||
| 1,082,100 | 101,259 | 0 |
Item 8.01 Other Events
In connection with the stockholders’ vote at the Special Meeting 968,350 shares of common stock were tendered for redemption. As a result, approximately $11,269,432 (approximately $11.63 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 649,065 shares of public common stock outstanding, and approximately $7,553,668 will remain in the Trust Account.
On March 28, 2024, the Company filed a fourth amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Fourth Amendment”), to extend the date to consummate a business combination until the Fourth Extended Date, as approved by the Company’s stockholders at the Special Meeting. A copy of the as-filed Fourth Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1.
The Company has deposited the initial payment of $35,000 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 April 30, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | As filed Fourth 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: April 1, 2024 | By: | /s/ Jagi Gill |
| Name: | Jagi Gill
| |
| Title: | Chief Executive Officer | |