|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On April 30, 2021, Mr. Demetrios
(Jim) G. Logothetis was appointed to fill the vacancy on the Board of Directors of Viveon Health Acquisition Corp. (the “Company”)
until his successor is duly qualified and elected to succeed him at the Company’s next annual meeting or such earlier date of his
resignation or removal. The Company has determined that Mr. Logothetis is “independent” under NYSE American listing
standards and other governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Mr. Logothetis will serve on each of the Audit Committee, Nominating Committee and Compensation Committee. Mr. Logothetis will be
the chairman of the Audit Committee and is considered a “financial expert.”
Mr. Logothetis, age 64,
has served as Senior Advisor in the Department of Housing and Urban Development (HUD) Office of the Assistant Secretary and Chief Financial
Officer where he led the Audit Coordination Committee for Ginnie Mae, a government corporation within HUD from May 2020 to November 2020.
Mr. Logothetis retired from Ernst & Young (EY) effective in June 2019 extending three years beyond normal retirement at the request
of the EY Executive Board. Throughout his forty-year career with EY, from January 1979 to June 2019, Mr. Logothetis served some
of EY’s largest global clients as lead audit partner, and fulfilled senior leadership roles within the firm, from offices in Chicago,
Frankfurt Germany, New York, London England, and Atlanta.
Mr. Logothetis has served
over the years on the boards of several non-profit organizations, including The National Board of the Boys & Girls Clubs of Americas
where he served on the audit committee; The Archbishop Lakovos Leadership 100 Endowment Fund where he serves as Vice Chair, The American
College of Greece where he serves as Chairman of the Board of Trustees; The Board of National Hellenic Museum; Founder and Chairman of
the Board of Trustees of the Hellenic American Academy, one of the largest Greek American schools in the United States; and founding Chairman
of the Foundation for Hellenic Education and Culture. Mr. Logothetis holds an M.B.A. degree in Accounting, Finance and International Business
from The University of Chicago Booth Graduate School of Business and a B.S.C degree in Accountancy from DePaul University. Mr. Logothetis
is also a Certified Public Accountant and a Certified Management Accountant. Mr. Logothetis has taught many EY training programs
as well as graduate accounting classes at DePaul University. Mr. Logothetis served for several years on the DePaul University, Richard
H. Driehaus College of Business advisory council, and since 2017 on the board of Trustees of the University as vice-chair, and then chair
of the audit committee and member of the finance committee. Mr. Logothetis has also served as a member of the Trusteeship and Finance
Committees for DePaul University.
In connection with his appointment
to the Board of Directors of the Company, Mr. Logothetis will receive from the Company’s sponsor, Viveon Health, LLC, 27,000 shares
of the Company's common stock, which are deemed “founder shares.” As a result of his ownership of founder shares, Mr.
Logothetis has entered into a letter agreement with the Company, pursuant to which he has agreed, among other things, (A) to vote the
founder shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial
business combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of its
redemption obligation to redeem all public shares if the Company cannot complete an initial business combination within 15 months of the
closing of this offering, unless the Company provides public stockholders an opportunity to redeem their public shares in conjunction
with any such amendment, (C) not to redeem any shares, including founder shares into the right to receive cash from the trust account
in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to the Company in any tender
offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating
distribution upon winding up if a business combination is not consummated.
Mr. Logothetis shall also
enter into (i) a joinder agreement to the escrow agreement with Continental Stock Transfer & Trust Company for the escrow of his founder
shares on the same terms and conditions as set forth in the escrow agreement, dated December 22, 2021, with respect to the founder shares
held by the Company’s sponsor and other directors, and (ii) an indemnity agreement with the Company, which is in the standard form
entered into by the Company with its officers and directors.
Mr. Logothetis has no family
relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years
to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Logothetis had, or will have, a direct or indirect
material interest.