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

July 2, 2021

Date of Report (Date of earliest event reported)

Viveon Health Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On April 12, 2021, the Securities and Exchange Commission (“SEC”) released a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”), informing market participants that warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Viveon Health Acquisition Corp. (the “Company”),” had previously classified its 20,125,000 public warrants (the “Public Warrants”) and its 18,000,000 private placement warrants (the “Private Warrants”) issued in connection with the Company’s initial public offering (collectively, the “Warrants”) as financial instruments classified within equity. For a full description of the Company’s Warrants, please refer to the Company’s final prospectus filed with the SEC in connection with its initial public offering (“IPO”) on December 28, 2020.

In both the IPO Balance Sheet as of December 28, 2020 and the Annual Report on Form 10-K for the period ended December 31, 2020, the Company classified the Warrants as financial instruments classified within equity. Upon further consideration of the rules and guidance, the Company’s management concluded that the Private Warrants are precluded from equity classification. As a result, the Private Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations. On July 2, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s financial statements for its IPO’s audited balance sheet as of December 28, 2020 and the fiscal year ended December 31, 2020 (the “Non-Reliance Period”) should no longer be relied upon and the Company will restate its Form 10-K. In addition, the Company will restate within the amended Form 10-K the balance sheet as of December 28, 2020 which was included as an exhibit in the Form 8-K filed January 4, 2021. These matters were discussed with the Company's independent accountant.

The Company’s revised accounting for the Private Warrants as derivative liabilities will have no effect on the Company’s previously reported operating expenses, cash flows or cash.

In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the incorrect classification of the Company's Private Warrants as components of equity instead of as derivative liabilities. 

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.