Current Report Filing (8-k)
November 16 2021 - 4:49PM
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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
November 15, 2021
Date of Report (Date of earliest event reported)
Viveon Health Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-39827
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85-2788202
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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c/o Gibson, Deal & Fletcher, PC
Spalding Exchange
3953 Holcomb Bridge Road
Suite 200
Norcross Georgia
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30092
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (404) 861-5393
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units
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VHAQ.U
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NYSE American, LLC
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Common Stock
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VHAQ
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NYSE American, LLC
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Warrants
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VHAQ.WS
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NYSE American, LLC
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Rights
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VHAQ.R
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NYSE American, LLC
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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 4.02. Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of the financial
statements of Viveon Health Acquisition Corp. (the “Company”) as of September 30, 2021, the Company’s management and
the Audit Committee of the Company’s Board of Directors in consultation with Marcum LLP, the Company’s independent
registered public accounting firm (“Marcum”), identified the need to revise the Company’s prior position on accounting
for redeemable common stock and restate the Company’s December 28, 2020, December 31, 2020, March 31, 2021, and June 30, 2021 financial
statements to reclassify its redeemable common stock outside of permanent equity.
In accordance with Securities
and Exchange Commission (“SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in
ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its
common stock issued in connection with the Company’s Initial Public Offering (the “Public Common Stock”) in permanent
equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not
redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Management concluded that a deficiency in internal control over
financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account
for such instruments constituted a material weakness as defined in the SEC regulations.
In light of this material
weakness, on November 15, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors, concluded
that the Company’s financial statements as of and for the periods ended December 28, 2020, December 31, 2020, March 31, 2021,
and June 30, 2021 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for such
periods. Accordingly, the Company will restate such financial statements in its Quarterly Report on Form 10-Q for the period ended September
30, 2021 to be filed with the SEC as soon as practicable, to classify all Public Common Stock as
temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying
shares as redeemable and thus would be required to be classified outside of permanent equity.
The reclassification
of amounts from permanent equity to temporary equity will result in non-cash financial statement corrections and will have no impact on
the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.
In connection with the change in presentation for the Public Common Stock subject to possible redemption, the Company will restate its
earnings per share calculation to allocate income and losses pro rata between redeemable and nonredeemable common stock. This presentation
contemplates a business combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata
in the income and losses of the Company.
The Company’s management and the Audit Committee have discussed the
matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
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.
Dated: November 16, 2021
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VIVEON HEALTH ACQUISITION CORP.
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By:
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/s/ Jagi Gill
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Name:
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Jagi Gill
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Title:
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Chief Executive Officer
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2
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